Common use of Finance and Sale Issues Clause in Contracts

Finance and Sale Issues. (i) If any Obligor shall be subject to any Insolvency Proceeding and a Creditor shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior Collateral or to permit any Obligor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral), whether from such Creditor or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law (each, a “Post-Petition Financing”), then the other Creditor agrees that it shall not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall not request adequate protection or any other relief in connection therewith (except as specifically permitted under Section 5(e)); provided, however, that, notwithstanding the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. (ii) Each Creditor agrees that it shall raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims.

Finance and Sale Issues. (ia) If Until the Discharge of Revolving Credit Obligations has occurred, if any Obligor Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the US Revolving Credit Collateral Agent shall desire agree to permit the use by such Obligor of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than the identifiable cash proceeds of any Notes Collateral, “Cash Collateral”) constituting such Creditor’s Senior on which a Lien has been granted to the US Revolving Credit Collateral Agent pursuant to the Revolving Credit Documents or to permit any Obligor Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral)financing, whether from such Creditor the Revolving Credit Claimholders or any other third party Person under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law similar Bankruptcy Law (each, a “Post-Petition DIP Financing”), then the other Creditor Notes Collateral Agent, on behalf of itself and the Notes Claimholders, agrees that it shall not oppose or will raise any no objection to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations plus the aggregate face amount of any letters of credit issued and not reimbursed under the Revolving Credit Agreement does not exceed the sum of the Revolving Credit Cap Amount and the DIP Financing Cap Amount, (ii) the Notes Collateral Agent and the Notes Claimholders retain the right to object to any ancillary agreements or join arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Notes Collateral (other than any Real Estate Assets upon which a Lien has not been perfected), (iii) the terms of the DIP Financing (A) do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (iv) any Lien on the Notes Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Collateral Agent with or support any third party opposing, objecting respect thereto. To the extent the Liens securing the Revolving Credit Obligations are subordinated to or contesting)pari passu with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Notes Collateral Agent will subordinate its Liens in the Revolving Credit Primary Collateral to the Liens securing such use DIP Financing (and all Obligations relating thereto) and to any “Carve Out” from the Liens securing such DIP Financing for the benefit of Cash Collateral or Post-Petition Financing professionals entitled to compensation from any Grantor’s estate provided for in connection with such DIP Financing, and shall will not request adequate protection or any other relief in connection therewith (except except, as specifically expressly agreed by the US Revolving Credit Collateral Agent or to the extent permitted under by Section 5(e6.3)); provided. (b) Until the Discharge of Notes Obligations has occurred, however, that, notwithstanding the foregoing, either Creditor if any Grantor shall be entitled subject to opposeany Insolvency or Liquidation Proceeding and the Notes Collateral Agent shall agree to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) other than Revolving Credit Primary Collateral, on which a Lien has been granted to the Notes Collateral Agent pursuant to the Notes Documents or to permit any Grantor to obtain DIP Financing, then the US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that it will raise no objection to, to or contest such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders retain the right to object to any ancillary agreements or join with arrangements regarding the Cash Collateral use or support any third party opposingthe DIP Financing that are materially prejudicial to their interests in the Revolving Credit Primary Collateral, objecting to(ii) the terms of the DIP Financing (A) do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document and (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, or contestingand (iii) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens Lien on such Creditor’s Senior the Revolving Credit Primary Collateral to be secure such DIP Financing is subordinate to the Lien of the US Revolving Credit Collateral Agent with respect thereto. To the extent the Liens securing the Notes Obligations are subordinated to or pari passu with such Cash DIP Financing which meets the requirements of clauses (i) through (iii) above, the US Revolving Credit Collateral Agent will subordinate its Liens in the Notes Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or Post-Petition Financingany other relief in connection therewith (except, as expressly agreed by the Notes Collateral Agent or to the extent permitted by Section 6.3). (iic) Each Creditor agrees that it Until the Discharge of Revolving Credit Obligations has occurred, if any Grantor shall raise no objection tobe subject to any Insolvency or Liquidation Proceeding and the US Revolving Credit Collateral Agent shall, oppose or contest (or join acting in accordance with or support any third party opposingthe Revolving Credit Agreement, objecting agree to or contesting), permit a sale, revesting or other disposition sale of any Collateral constituting its Junior the Revolving Credit Primary Collateral free and clear of its liens Liens or other Claimsclaims, whether under Sections Section 363 or 1141 of the Bankruptcy Code or other applicable lawotherwise, if the other Creditor has consented then each Notes Claimholder agrees that it will not raise any objection to or contest such sale or disposition request adequate protection or any other relief in connection therewith (it being understood that the Notes Claimholders still, but subject to this Agreement, have rights with respect to the proceeds of such assets; providedCollateral). (d) Until the Discharge of Notes Obligations has occurred, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor if any Grantor shall be entitled subject to opposeany Insolvency or Liquidation Proceeding and the Notes Collateral Agent shall, raise objection toacting in accordance with the Notes Documents, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition agree to permit a sale of any Collateral constituting its Senior the Notes Collateral free and clear of its liens Liens or other Claimsclaims, under Section 363 of the Bankruptcy Code or otherwise, then each Revolving Credit Claimholder agrees that it will not raise any objection to or contest such sale or request adequate protection or any other relief in connection therewith (it being understood that the Revolving Credit Claimholders still, but subject to this Agreement, have rights with respect to the proceeds of such Collateral).

Finance and Sale Issues. (ia) If Until the Discharge of First Priority Obligations has occurred, if any Obligor of the First Priority Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First Priority Agent shall desire consent in writing to permit the use by such Obligor of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior which constitute Collateral and on which the First Priority Agent or any other creditor has a Lien or to permit the First Priority Borrower or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral)financing, whether from such Creditor the First Priority Creditors or any other third party Person under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law similar Bankruptcy Law (each, a “Post-Petition DIP Financing”), ) then the other Creditor Second Priority Agent, on behalf of itself and the Second Priority Creditors, agrees that if the conditions set forth in the immediately succeeding sentence are satisfied (x) it shall not oppose or will raise any no objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral use or Post-Petition DIP Financing and shall (y) it will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed by the First Priority Agent or to the extent permitted by Section 6.3). The conditions applicable to the agreement in the preceding sentence are as follows: (a) the sum of the aggregate principal amount and the total commitments of the DIP Financing does not exceed $100,000,000, (b) the interest rate, fees, advance rates, lending limits and sublimits are on market terms that are commercially reasonable under Section 5(e)); providedthe circumstances, however, that, notwithstanding and (c) the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join Liens securing such DIP Financing are pari passu with or support any third party opposingsuperior in priority to the Liens on the Collateral securing the then outstanding First Priority Obligations and are pari passu to the Liens of the Collateral Agent, objecting to, or contesting) any such use of Cash the First Priority Creditors and the Second Priority Creditors on the Pari Passu Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be Accounts. To the extent the Liens securing the First Priority Obligations are subordinated to or pari passu with such Cash DIP Financing, the Second Priority Agent shall be deemed to have subordinated its Liens in the Collateral or Post-Petition Financing. to the Liens securing such DIP Financing (ii) Each Creditor agrees that it shall raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contestingand all Obligations relating thereto), a sale, revesting or other disposition of any and the Liens securing the Second Priority Obligations shall have the same priority with respect to the Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of relative to the Bankruptcy Code or other applicable law, Liens securing the First Priority Obligations as if the other Creditor has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other ClaimsDIP Financing had not occurred.

Finance and Sale Issues. (i) If Until the Discharge of First Lien Obligations has occurred, if the Borrowers or any Obligor other Loan Party shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First Lien Collateral Agent shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) of on which the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior First Lien Collateral Agent or any other creditor has a Lien or to permit the Borrowers or any Obligor other Loan Party to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral)financing, whether from such Creditor the First Lien Secured Parties or any other third party entity, under Section 362, 363 or Section 364 of Title 11 of the Bankruptcy United States Code or any other applicable law similar Bankruptcy Law (each, a “Post-Petition DIP Financing”), then the other Creditor Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, agrees that it shall not oppose or will raise any no objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral cash collateral or Post-Petition DIP Financing and shall will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed by the First Lien Collateral Agent or to the extent permitted under by Section 5(e)); provided6.3) and, however, that, notwithstanding to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such Cash DIP Financing or have been refinanced in connection with such DIP Financing, the Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) so long as the aggregate principal amount (excluding any principal capitalized or Post-Petition refinanced) outstanding under the DIP Financing. (ii) Each Creditor , together with the aggregate principal amount of other First Lien Obligations, does not exceed $1,130,000,000. The Second Lien Collateral Agent on behalf of the Second Lien Secured Parties, agrees that it shall will raise no objection to, nor oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting sale or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has First Lien Secured Parties have consented to such sale or disposition of such assets and the Second Lien Collateral Agent and each other Second Lien Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the First Lien Secured Parties and to have released their Liens in such assets; provided, howeverso long as the net proceeds thereof (other than amounts required by the Borrower to operate its business) are applied to permanently repay the First Lien Priority Obligations in accordance with the priorities set forth in Section 4.1 hereof. Notwithstanding anything herein to the contrary, that(and without restricting the right of the Second Lien Secured Parties to seek bankruptcy court authority to advance funds to the Loan Parties on a senior secured basis during an Insolvency or Liquidation Proceeding in any other circumstance), notwithstanding the foregoing and for the avoidance of doubt, either Creditor Second Lien Lenders or any combination thereof shall be entitled permitted, without objection by any First Lien Secured Party, to opposeadvance funds to the Loan Parties on a senior secured basis during an Insolvency or Liquidation Proceeding, raise objection tobut not to exceed 180 days from the commencement thereof, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any to the extent such funds are reasonably necessary to preserve the Collateral constituting its Senior Collateral free and clear of its liens or other Claimsthe First Lien Lenders are not otherwise prepared to do so.

Finance and Sale Issues. (i) If Until the Discharge of First Lien Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First Lien Representative shall desire to permit the use by such Obligor of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), “Cash Collateral”) constituting such Creditor’s Senior Collateral on which the First Lien Representatives or any other creditor has a Lien or to permit the Borrower or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor or the First Lien Secured Parties or, subject to the proviso at the end of this Section 6.1, any other third party Person under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law similar Bankruptcy Law (each, a “Post-Petition DIP Financing”), then then, (A) each Second Lien Representative, on behalf of itself and the other Creditor agrees that it shall Second Lien Secured Parties represented by it, will not object to, or oppose or raise any objection to or contest (or join with or support any third party in opposing, objecting to or contesting)) such Cash Collateral use or DIP Financing, (B) each Second Lien Representative, on behalf of itself and the Second Lien Secured Parties represented by it, will be deemed to have consented to such use of Cash Collateral or Post-Petition DIP Financing and, to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, each Second Lien Representative will be deemed to subordinate its Liens in the Collateral, without any further action on the part of any Person, (i) to the Liens securing such DIP Financing (and all Obligations relating thereto) and (ii) to any “carve out” for fees of the United States Trustee and fees and expenses for professionals employed at the expense of the estate created under Section 541 of the Bankruptcy Code consented to in writing by the Designated First Lien Representative and the Liens securing the Second Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First Lien Obligations as if such DIP Financing had not occurred and (C) each Second Lien Representative, on behalf of itself and the Second Lien Secured Parties represented by it, will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed by the Designated First Lien Representative or to the extent permitted by Section 6.3); provided that (x) the aggregate principal amount of the DIP Financing does not exceed the outstanding principal amount of: (i) First Lien Obligations outstanding as of the date of the commencement of the Bankruptcy Case; plus (ii) the aggregate face amount of any letters of credit issued and not reimbursed under Section 5(ethe First Lien Documents, by an amount in excess of $155,000,000 (the “DIP Cap Amount”)), and (y) the terms of such Cash Collateral use and/or DIP Financing: (i) do not dictate the terms of any sale or liquidation of the Collateral, or the terms of any plan of reorganization and (ii) do not specify any milestones related to the filing, confirmation or consummation of a plan of reorganization that have to be achieved by the Grantors. No Second Lien Secured Party may provide DIP Financing to the Borrower or any other Grantor secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations; provided, howeverthat if no First Lien Secured Party offers to provide DIP Financing to the extent permitted under this Section 6.1 on or before two (2) Business Days prior to the date of the hearing to approve DIP Financing, that(x) then a Second Lien Secured Party may seek to provide such DIP Financing secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations, notwithstanding and First Lien Secured Parties may object thereto and (y) if no Second Lien Secured Party offers to provide DIP Financing, pursuant to the foregoingpreceding clause (x), either Creditor on or before the date of the hearing to approve DIP Financing, then any other Person may seek to provide (and, subject to the first sentence of this Section 6.1(a), the Second Lien Secured Parties shall be entitled not object to opposesuch Person seeking to provide) such DIP Financing secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations, raise objection toand First Lien Secured Parties may object thereto. Each Second Lien Representative, or contest (or join with or support any third party opposingfor itself and on behalf of the Second Lien Secured Parties represented by it, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. (ii) Each Creditor agrees that it shall raise no objection towill not seek consultation rights in connection with, and it will not object to or oppose or contest (or join with or support any third party opposingobjecting, objecting to opposing or contesting), a salemotion to sell, revesting liquidate or other disposition otherwise dispose of Collateral (including any Collateral constituting its Junior Collateral post-petition assets subject to adequate protection Liens in favor of the First Lien Representative) free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code (or any similar provision under or order made pursuant to any other applicable law) if the requisite First Lien Secured Parties have consented to such sale, liquidation or other disposition. Each Second Lien Representative, for itself and on behalf of the Second Lien Secured Parties represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the other Creditor has requisite First Lien Secured Parties have consented to (i) such sale retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the Second Lien Secured Parties will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code; provided, howeverthat such motion does not impair the rights of the Second Lien Secured Parties under Section 363(k) of the Bankruptcy Code; and provided further, that, notwithstanding that the DIP Cap Amount shall be reduced by an amount equal to the net cash proceeds of such sale or other disposition which are used to pay the principal or face amount of the First Lien Obligations. Notwithstanding the foregoing or any other provision of this Agreement, the foregoing shall not prevent each Second Lien Representative, on behalf of itself and for the avoidance of doubt, either Creditor shall be entitled Second Lien Secured Parties from objecting to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting sale process or disposition (and proposing an alternative sale, sale process or disposition) in any Insolvency or Liquidation Proceeding so long as (x) any such objection (or proposal) is asserted prior the commencement of any such sale, sale process or other disposition and (y) such objection (or proposal) solely relates to the process to be implemented with respect to any such sale, sale process or other disposition (as opposed to the outcome or result of any Collateral constituting its Senior Collateral free and clear of its liens such sale, sale process or other Claimsdisposition) not being commercially reasonable and, for greater certainty, nothing in this paragraph 6.1 shall (i) prevent the payment in full in cash of the First Lien Obligations at any time prior to the completion of any such sale or other disposition or (ii) impede or otherwise affect in any manner the right of the Designated First Lien Representative or any other First Lien Secured Party to “credit bid” pursuant to Section 363(k) of the Bankruptcy Code.

Finance and Sale Issues. (ia) If Until the Discharge of First Lien Obligations has occurred, if any Obligor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the Directing First Lien Collateral Agent shall desire to permit the use by such Obligor of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”Code or any similar Debtor Relief Law) constituting such Creditor’s Senior on which the First Lien Collateral Agents or any other creditor has a Lien or to permit any Obligor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral)financing, whether from such Creditor the First Lien Claimholders or any other third party Person, under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law similar Debtor Relief Law (each, a “Post-Petition DIP Financing”), then the other Creditor each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that it shall not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall not request adequate protection or any other relief in connection therewith (except as specifically permitted under Section 5(e)); provided, however, that, notwithstanding the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. (ii) Each Creditor agrees that it shall its Related Second Lien Claimholders will raise no objection to, or oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting such Cash Collateral use or other disposition of DIP Financing (including any proposed orders for such Cash Collateral constituting use and/or DIP Financing which are acceptable to the Directing First Lien Collateral Agent) and it and its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has Related Second Lien Claimholders will be deemed to have consented to such sale Cash Collateral use or disposition DIP Financing (including such proposed orders), and to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, each Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto and any customary “carve-out” agreed to on behalf of such assetsthe First Lien Claimholders by the Directing First Lien Collateral Agent) and to all adequate protection Liens granted to the First Lien Claimholders on the same basis as the Liens securing the Second Lien Obligations are subordinated to the Liens securing the First Lien Obligations under this Agreement and will not request adequate protection or any other relief in connection therewith (except as expressly agreed by the Directing First Lien Collateral Agent or to the extent permitted by Section 6.3); providedprovided that (i) the aggregate principal amount of Indebtedness for borrowed money under the DIP Financing plus the aggregate outstanding principal amount of Indebtedness for borrowed money under the First Lien Financing Documents (which, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled excludes any First Lien Other Obligations) plus the aggregate face amount of any First Lien Letters of Credit (except any portion thereof that is no longer available for drawing as a result of any disbursement thereunder that has been reimbursed) does not exceed the Cap Amount, and (ii) the Second Lien Collateral Agents and the Second Lien Secured Parties retain the right to opposeobject to any ancillary agreements or arrangements regarding the use of Cash Collateral or the DIP Financing that require a specific treatment of a claim in respect of the Second Lien Obligations for purposes of a plan of reorganization. (b) Each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, agrees that it and its Related Second Lien Claimholders will not seek consultation rights in connection with, and will raise no objection to, or oppose or contest (or join with or support any third party opposingobjecting, objecting toopposing or contesting), a motion to sell, liquidate or otherwise Dispose of Collateral under Section 363 of the Bankruptcy Code if the requisite First Lien Claimholders have consented to such sale, liquidation or other Disposition; provided that (1) to the extent the net cash proceeds of such sale or other Disposition are used to pay the principal amount of Indebtedness for borrowed money constituting First Lien Obligations, or contestingto reimburse disbursements under, or cash collateralize the face amount of, the First Lien Letters of Credit constituting First Lien Obligations, the Liens of the Second Lien Secured Parties shall attach to any remaining proceeds and (2) such motion does not impair the rights of the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code; and further provided, however, that the Second Lien Claimholders may assert any objection with respect to any proposed orders to retain professionals or set bid or related procedures in connection with such sale, revesting liquidation or other disposition Disposition that may be raised by an unsecured creditor of any Collateral constituting its Senior Collateral free and clear of its liens or other Claimsthe Obligors.

Finance and Sale Issues. (i) If Until the Discharge of Term Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the Term Collateral Agent shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) of constituting TL Priority Collateral on which the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior Term Collateral Agent or any other creditor has a Lien or to permit the Company or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral)financing, whether from such Creditor the Term Secured Parties or any other third party entity under Section 362, 363 or Section 364 of the Bankruptcy Code or any other applicable law similar Bankruptcy Law (each, a “Post-Petition DIP Financing”), then the other Creditor agrees ABL Collateral Agent, on behalf of itself and the ABL Secured Parties and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that it shall not oppose or they will raise any no objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash cash collateral constituting TL Priority Collateral or Post-Petition to the fact that such DIP Financing may be granted Liens on the TL Priority Collateral and shall will not request adequate protection or any other relief in connection therewith (except except, as specifically expressly, agreed by the Term Collateral Agent or to the extent permitted under by Section 5(e2.5(c)); provided) and, however, that, notwithstanding to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash extent the Liens on the TL Priority Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be securing the Term Obligations are subordinated to or pari passu with the Liens on the TL Priority Collateral securing such Cash DIP Financing, the ABL Collateral Agent and the Notes Collateral Agent will subordinate their Liens in the TL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). The ABL Collateral Agent, on behalf of the ABL Secured Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agree that they will not raise any objection or Post-Petition Financing. (ii) Each Creditor agrees that it shall raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting sale or other disposition of any Collateral constituting its Junior TL Priority Collateral free and clear of its liens Liens (subject to attachment of proceeds with respect to the Second Priority Lien on the TL Priority Collateral in favor of the ABL Collateral Agent and the Third Priority Lien on the TL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has Term Secured Parties have consented to such sale or disposition of such assets; provided. (ii) Following the Discharge of Term Obligations and until the Discharge of ABL Obligations has occurred, however, that, notwithstanding if the foregoing and for the avoidance of doubt, either Creditor Company or any other Grantor shall be entitled subject to opposeany Insolvency or Liquidation Proceeding and the ABL Collateral Agent shall desire to permit the Company or any other Grantor to obtain a DIP Financing, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection toto such use of cash collateral constituting TL Priority Collateral or to the fact that such DIP Financing may be granted Liens on the TL Priority Collateral and will not request adequate protection or any other relief in connection therewith (except, as expressly, agreed by the ABL Collateral Agent or contest to the extent permitted by Section 2.5(c)) and, to the extent the Liens on the TL Priority Collateral securing the ABL Obligations are subordinated or pari passu with the Liens on the TL Priority Collateral securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the TL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto). Following the Discharge of Term Obligations, the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that it will not raise any objection or join with or support any third party opposing, objecting to, or contesting) any sale, revesting oppose a sale or other disposition of any Collateral constituting its Senior TL Priority Collateral free and clear of its liens Liens (subject to attachment of proceeds with respect to the Third Priority Lien on the TL Priority Collateral in favor of the Notes Collateral Agent in the same order and manner as otherwise set forth herein) or other Claimsclaims under Section 363 of the Bankruptcy Code if the ABL Secured Parties have consented to such sale or disposition of such assets.

Finance and Sale Issues. (ia) If the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First-Lien Agent (acting at the direction of the Required First-Lien Secured Parties) shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) Cash Collateral on which the First-Lien Agent or any other creditor of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior Collateral Borrower or any other Grantor has a Lien or to permit the Borrower or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First-Lien Secured Parties or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Agent, on behalf of itself and the Second-Lien Secured Parties, and each other Creditor Second-Lien Secured Party (by its acceptance of the benefits of the Second-Lien Loan Documents), agrees that it shall will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing (and shall be deemed to have waived any such objections) and will not request or accept adequate protection or any other relief in connection therewith (except as specifically expressly agreed in writing by the First-Lien Agent or to the extent permitted under by Section 5(e)); provided, however, that, notwithstanding 6.3 hereof) so long as (i) (a) the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if does not compel such proposed use Grantor to seek confirmation of Cash Collateral a specific plan of reorganization for which all or substantially all of the material terms are set forth in the Post-Petition Financing would result documentation or a related document or (b) the Post-Petition Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the Post-Petition Financing documentation or Cash Collateral order, (ii) the Indebtedness under the Post-Petition Financing (other than such Indebtedness constituting First-Lien Obligations) is not secured by any Lien on any asset or property of any Grantor on a basis that is senior to the Liens securing the Second-Lien Obligations unless such Liens are senior to, or pari passu with the Liens securing the First-Lien Obligations, and (iii) the aggregate principal amount of the Post-Petition Financing, when added to the sum of (I) the Indebtedness for borrowed money constituting principal outstanding under the First-Lien Credit Agreement (except if part of the Post-Petition Financing and/or if representing interest and/or fees that have been capitalized) plus (II) the aggregate face amount of any letters of credit issued but not reimbursed under the First-Lien Credit Agreement, does not exceed the sum of (1) the Cap Amount then in any liens on such Creditor’s Senior Collateral to be effect plus (2) $30,000,000. To the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with any Liens securing such Cash Collateral or Post-Petition Financing, the Liens of the Second-Lien Secured Parties on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to (i) the Liens securing such Post-Petition Financing (and all Obligations relating thereto), (ii) any “replacement Liens” granted to the First-Lien Secured Parties as adequate protection of their interests in the Collateral and (iii) any “carve-out” agreed to by the First-Lien Agent or the Required First-Lien Secured Parties, and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. No Second Lien Secured Party shall provide any Post-Petition Financing (other than a Post-Petition Financing approved by the Required First-Lien Secured Parties as contemplated above) without the prior written consent of the First-Lien Agent, which consent may be granted or denied in its sole discretion. (iib) Each Creditor The Second-Lien Agent, on behalf of itself and the other Second-Lien Secured Parties, and each other Second-Lien Secured Party (by its acceptance of the benefits of the Second-Lien Loan Documents), agrees that it shall will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting sale or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or any other applicable law, provision of the Bankruptcy Code if the other Creditor has First-Lien Secured Parties have consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims.

Finance and Sale Issues. (ia) If the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use by such Obligor of cash collateral Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior on which the First-Lien Collateral Agent has a Lien or to permit the Borrower or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First-Lien Creditors or any other third party party, under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents), agrees that it shall will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted under by Section 5(e6.3 hereof) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 or, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto)); provided, however, that, notwithstanding and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, either Creditor shall be entitled the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if on the same bases as an unsecured creditor, so long as such proposed use of Cash Collateral opposition or Postobjection is not based on the Second-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition FinancingLien Creditors’ status as secured creditors. (iib) Each The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents), agrees that it shall will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), and shall be deemed to consent to, a sale, revesting sale or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has First-Lien Creditors have consented to such sale or disposition of such assets; provided that (i) the proceeds of such disposition are applied in accordance with Section 4.1 and (ii) the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, may raise any objections to any such disposition of Collateral that could be raised by any creditor of the Credit Parties whose claims were not secured by any Liens on the Collateral so long as such objections are not based on the Second-Lien Creditors status as secured creditors; provided, however, thatthat in any sale conducted pursuant to a post-petition auction process, notwithstanding the foregoing and for Second-Lien Creditors shall retain their rights under section 363(k) of the avoidance Bankruptcy Code to the extent that their bid is in excess of doubt, either Creditor the allowed claim of the First-Lien lenders (it being specifically understood that the Second-Lien Creditors shall be entitled required to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition pay an amount equal to that portion of any Collateral constituting its Senior Collateral free and clear their bid up to the allowed claim of its liens or other Claimsthe First-Lien Lenders in cash).

Finance and Sale Issues. (ia) If The Notes Agent, on behalf of the Note Claimholders, and the Additional First Lien Agent, on behalf of the Additional First Lien Claimholders, hereby agrees that, until the Discharge of ABL Obligations has occurred, if any Obligor Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the ABL Agent shall desire to permit the use by such Obligor of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior ABL Priority Collateral or to permit any Obligor Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral)financing, whether from such Creditor the ABL Claimholders or any other third party Person under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law similar Bankruptcy Law (each, a “Post-Petition ABL DIP Financing”)) secured by a Lien on ABL Priority Collateral, then the other Creditor agrees that it shall any First Lien Claimholder will not oppose or be entitled to raise any objection to or contest (or join with and will not raise or support any third party Person in raising), but instead shall be deemed to have hereby irrevocably and absolutely waived, any objection to, and shall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, objecting such Cash Collateral use or ABL DIP Financing (including, except as expressly provided below, that the First Lien Claimholders are entitled to adequate protection of their interest in the Collateral as a condition thereto) so long as such Cash Collateral use or contestingABL DIP Financing meets the following requirements: (i) the First Lien Agents and the other First Lien Claimholders retain a Lien on the Collateral and, with respect to the Notes Priority Collateral, with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (ii) to the extent that the ABL Agent is granted adequate protection in the form of a Lien, each First Lien Agent is permitted to seek a Lien (without objection from the ABL Agent or any ABL Claimholder) on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding (so long as, with respect to ABL Priority Collateral, such Lien is junior to the Liens securing such ABL DIP Financing and any other Liens in favor of the ABL Agent), (iii) the terms of the Cash Collateral use or the ABL DIP Financing require that any Lien on the Notes Priority Collateral to secure such ABL DIP Financing is subordinate to the Lien of each First Lien Agent securing the First Lien Obligations with respect thereto and (iv) the terms of such ABL DIP Financing or use of Cash Collateral do not require any Grantor to seek approval for any Plan of Reorganization that is inconsistent with this Agreement. Each First Lien Agent shall be required to subordinate and will subordinate its Liens in the ABL Priority Collateral to the Liens securing such ABL DIP Financing (and all obligations relating thereto, including any “carve-out” granting administrative priority status or Post-Petition Financing Lien priority to secure repayment of fees and shall expenses of professionals retained by any debtor or creditors’ committee) and to all adequate assurance Liens granted to the ABL Agent on behalf of the ABL Claimholders and, consistent with the preceding provisions of this Section 6.01, will not request adequate protection or any other relief in connection therewith (except as specifically permitted under Section 5(e)expressly provided in clause (ii) above); provided, however, if the Liens securing the ABL DIP Financing rank junior to the Liens securing the ABL Obligations, each First Lien Agent shall be required to subordinate its Liens in the ABL Priority Collateral to the Liens securing such ABL DIP Financing. (b) The ABL Agent, on behalf of the ABL Claimholders, hereby agrees that, notwithstanding until the foregoingDischarge of First Lien Obligations has occurred, either Creditor if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Agents shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting First Lien Priority Collateral or to permit any Grantor to obtain financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“First Lien DIP Financing”) secured by a Lien on First Lien Priority Collateral, then any ABL Claimholder will not be entitled to opposeraise (and will not raise or support any Person in raising), raise but instead shall be deemed to have hereby irrevocably and absolutely waived, any objection to, and shall not otherwise in any manner be entitled to oppose or contest (or join with will oppose or support any third party Person in opposing, objecting tosuch Cash Collateral use or First DIP Financing (including, except as expressly provided below, that the First Lien Claimholders are entitled to adequate protection of their interest in the Collateral as a condition thereto) so long as such Cash Collateral use or contestingFirst Lien DIP Financing meets the following requirements: (i) the ABL Agent and the other ABL Claimholders retain a Lien on the Collateral and, with respect to the ABL Priority Collateral, with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (ii) to the extent that the First Lien Agents are granted adequate protection in the form of a Lien, the ABL Agent is permitted to seek a Lien (without objection from the First Lien Agents or any First Lien Claimholder) on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding (so long as, with respect to First Lien Priority Collateral, such Lien is junior to the Liens securing such First Lien DIP Financing and any other Liens in favor of the First Lien Agents), (iii) the terms of the Cash Collateral use or the First Lien DIP Financing require that any Lien on the ABL Priority Collateral to secure such First Lien DIP Financing is subordinate to the Lien of the ABL Agent securing the ABL Obligations with respect thereto and (iv) the terms of such First Lien DIP Financing or use of Cash Collateral or Post-Petition Financing if such proposed use do not require any Grantor to seek approval for any Plan of Cash Collateral or Post-Petition Financing would result Reorganization that is inconsistent with this Agreement. The ABL Agent shall be required to subordinate and will subordinate its Liens in any liens on such Creditor’s Senior the First Lien Priority Collateral to the Liens securing such First Lien DIP Financing (and all obligations relating thereto, including any “carve-out” granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee) and to all adequate assurance Liens granted to the First Lien Agents on behalf of the First Lien Claimholders and, consistent with the preceding provisions of this Section 6.01, will not request adequate protection or any other relief in connection therewith (except as expressly provided in clause (ii) above); provided, however, if the Liens securing the First Lien DIP Financing rank junior to the Liens securing the First Lien Obligations, the ABL Agent shall be subordinated required to subordinate its Liens in the First Lien Priority Collateral to the Liens securing such First Lien DIP Financing. (c) The Notes Agent, on behalf of itself and the Note Claimholders, and the Additional First Lien Agent, on behalf of itself and the Additional First Lien Claimholders, agrees that no such Person shall provide to such Grantor any First Lien DIP Financing to the extent that such First Lien Agent or any such First Lien Claimholder would, in connection with such financing, be granted a Lien on the ABL Priority Collateral senior to or pari passu with such Cash Collateral or Post-Petition Financingthe Liens of the ABL Agent. (iid) Each Creditor The ABL Agent, on behalf of itself and the ABL Claimholders, agrees that it no such Persons shall raise no objection toprovide to such Grantor any ABL DIP Financing to the extent that the ABL Agent or any ABL Claimholder would, oppose or contest (or join in connection with or support any third party opposingsuch financing, objecting be granted a Lien on the Notes Priority Collateral senior to or contesting), a sale, revesting or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 pari passu with the Liens of the Bankruptcy Code or other applicable law, if the other Creditor has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other ClaimsFirst Lien Agents.

Finance and Sale Issues. (i) If any Obligor shall be subject to any Insolvency Proceeding and a Creditor shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) of the Bankruptcy CodeCode or as contemplated by any other Bankruptcy Law, “Cash Collateral”) constituting such Creditor’s Senior Collateral or to permit any Obligor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral), whether from such Creditor or any other third party under Section 362, 363 or 364 of the Bankruptcy Code Code, other similar Bankruptcy Law or any other applicable law (each, a “Post-Petition Financing”), then the other Creditor agrees that it shall not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall not request adequate protection or any other relief in connection therewith (except as specifically permitted under Section 5(e)); provided, however, that, notwithstanding the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. (ii) Each Creditor agrees that it shall raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code Code, other Bankruptcy Law or other applicable law, if the other Creditor has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims.

Finance and Sale Issues. (i) If Until the Discharge of First Lien Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First Lien Collateral Agent shall desire to permit the use by such Obligor of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), “Cash Collateral”) constituting such Creditor’s Senior on which the First Lien Collateral Agent or any other creditor has a Lien or to permit the Company or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral)financing, whether from such Creditor the First Lien Claimholders or any other third party Person under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law similar Bankruptcy Law (each, a “Post-Petition DIP Financing”), then the other Creditor Subordinated Collateral Trustee, on behalf of itself and the Subordinated Lien Claimholders, agrees that it shall not oppose or will raise any no objection to such Cash Collateral use or contest (or join with or support any third party opposing, objecting DIP Financing and to the extent the Liens securing the First Lien Obligations are subordinated to or contesting)pari passu with such DIP Financing, the Subordinated Collateral Trustee will subordinate its Liens in the Collateral to the Liens securing such use of Cash Collateral or Post-Petition DIP Financing (and shall all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except except, as specifically expressly agreed by the First Lien Collateral Agent or to the extent permitted under by Section 5(e)6.3); provided, however, provided that, notwithstanding the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of First Lien Obligations consisting of Indebtedness for borrowed money (or join with or support any third party opposing, objecting to, or contestingand expressly excluding Hedging Obligations) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. (ii) Each Creditor agrees that it shall raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting or other disposition plus the aggregate face amount of any Collateral constituting its Junior Collateral free letters of credit issued and clear of its liens or other Claims, whether not reimbursed under Sections 363 or 1141 of the Bankruptcy Code or other applicable law, if First Lien Credit Agreement does not exceed the other Creditor has consented to such sale or disposition of such assets; provided, however, that, notwithstanding Cap Amount plus $150,000,000 in the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claimsaggregate.

Finance and Sale Issues. (ia) If the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use by such Obligor of cash collateral Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior on which the First-Lien Collateral Agent or any other creditor of the Borrower or any other Grantor has a Lien or to permit the Borrower or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Credit Documents), agrees that it shall will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted under by Section 5(e)); provided6.3 hereof) and, however, that, notwithstanding to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Postextent the Liens securing the First-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be Lien Obligations are subordinated to or pari passu with such Cash Collateral or Post-Petition Financing, its Liens on the Collateral shall be deemed to be subordinated, without any further action on the part of any Person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred; provided that the aggregate principal amount of Post-Petition Financing when added to the aggregate principal amount of First-Lien Obligations (other than Hedging Obligations and Cash Management Obligations) outstanding on the date of filing of any such Insolvency or Liquidation Proceeding shall not exceed the sum of the Cap Amount and $150,000,000. (iib) Each The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Credit Documents), agrees that it shall will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting sale or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has First-Lien Creditors have consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims.

Finance and Sale Issues. (ia) If Until the Discharge of the First-Lien Obligations has occurred, if the Parent or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First-Lien Agent shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) Cash Collateral on which the First-Lien Agent or any other creditor of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior Collateral Parent or any other Grantor has a Lien or agrees to permit the Parent or any Obligor other Grantor to obtain post-petition financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, a “Post-Petition Financing”), then then, so long as the other Creditor maximum principal amount of Indebtedness that may be outstanding from time to time in connection with such Post-Petition Financing shall not exceed an aggregate amount equal to $15,000,000 in excess of the Maximum First-Lien Principal Amount, the Second-Lien Agent, on behalf of itself and the Second-Lien Claimholders, and each Second-Lien Claimholder (by its acceptance of the benefits of the Second-Lien Loan Documents), agrees that it shall will not oppose oppose, seek to enjoin or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing (or to the priming of, or to the granting of the Liens pari passu with, the Liens securing the Second-Lien Obligations; provided that the Liens granted in connection with such post-petition financing also prime, or are pari passu with, the Liens securing the First-Lien Obligations) and shall will not request adequate protection or any other relief in connection therewith that is inconsistent with Section 6.3 (except as specifically permitted under Section 5(e)); providedexpressly agreed in writing by the First-Lien Agent) and, however, that, notwithstanding to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Postextent the Liens securing the First-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be Lien Obligations are subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. Financing incurred in compliance with this Section 6.1, the Liens of the Second-Lien Claimholders on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (ii) Each Creditor agrees that it shall raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contestingand all Obligations relating thereto), a sale, revesting or other disposition of any and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of relative to the Bankruptcy Code or other applicable law, Liens securing the First-Lien Obligations as if the other Creditor has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other ClaimsPost-Petition Financing had not occurred.

Finance and Sale Issues. (i) If the Borrower or any Obligor other Loan Party shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the Collateral Agent (acting at the direction of the Required Secured Parties) shall desire to permit the use by such Obligor of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), “Cash on which the Collateral Agent or any other creditor has a Lien (other than Deposit L/C Collateral”) constituting such Creditor’s Senior Collateral or to permit the Borrower or any Obligor other Loan Party to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral)financing, whether from such Creditor the Secured Parties or any other third party Person under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law similar Bankruptcy Law (each, a “Post-Petition DIP Financing”), then the Administrative Agent (on behalf of itself and the Lender Parties), each Secured Commodity Hedge Counterparty, and each other Creditor Secured Party agrees that it shall not oppose or such Secured Party (a) will be deemed to have consented to, will raise any no objection to or contest (or join with or to, nor support any third party opposingother Person objecting to, objecting the use of such Cash Collateral or such DIP Financing so long as (i) each Secured Party retains the right to or contesting), object to such use of Cash Collateral or Post-Petition to the granting of any priming liens over any Collateral if the terms thereof, including the terms of adequate protection (if any) granted to the Secured Parties in connection therewith, do not provide for materially equal treatment to all Secured Parties, (ii) the DIP Financing does not expressly require the liquidation of any Collateral prior to a default under the DIP Financing documentation and shall (iii) if any Cash Collateral order contemplates the liquidation of Collateral, such order provides that the Liens of the Secured Parties will attach to the proceeds of such liquidation equally and ratably, (b) will not request or accept adequate protection or any other relief in connection therewith with the use of such Cash Collateral or such DIP Financing, and (except as specifically permitted under Section 5(e)); provided, however, that, notwithstanding c) agrees that notice received two calendar days prior to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any entry of an order approving such use usage of Cash Collateral or Post-Petition approving such DIP Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. (ii) Each Creditor agrees that it shall raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claimsadequate notice.

Finance and Sale Issues. (ia) If Until the Discharge of the First-Lien Obligations has occurred, if the Parent or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First-Lien Agents shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) Cash Collateral on which the First-Lien Agent or any other creditor of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior Collateral Parent or any other Grantor has a Lien or agrees to permit the Parent or any Obligor other Grantor to obtain post-petition financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, a “Post-Petition Financing”), then then, so long as the other Creditor maximum principal amount of Indebtedness that may be outstanding from time to time in connection with such Post-Petition Financing shall not exceed an aggregate amount equal to $15,000,000 in excess of the Maximum First-Lien Principal Amount (plus the amount of any accrued paid in kind interest on the First Lien Obligations), the Second-Lien Agent, on behalf of itself and the Second-Lien Claimholders, and each Second-Lien Claimholder (by its acceptance of the benefits of the Second-Lien Loan Documents), agrees that it shall will not oppose oppose, seek to enjoin or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing (or to the priming of, or to the granting of the Liens pari passu with, the Liens securing the Second-Lien Obligations; provided that the Liens granted in connection with such post-petition financing also prime, or are pari passu with, the Liens securing the First-Lien Obligations) and shall will not request adequate protection or any other relief in connection therewith that is inconsistent with Section 6.3 (except as specifically permitted under Section 5(e)); providedexpressly agreed in writing by the First-Lien Agents) and, however, that, notwithstanding to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Postextent the Liens securing the First-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be Lien Obligations are subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. Financing incurred in compliance with this Section 6.1, the Liens of the Second-Lien Claimholders on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (ii) Each Creditor agrees that it shall raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contestingand all Obligations relating thereto), a sale, revesting or other disposition of any and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of relative to the Bankruptcy Code or other applicable law, Liens securing the First-Lien Obligations as if the other Creditor has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other ClaimsPost-Petition Financing had not occurred.

Finance and Sale Issues. (i) If any Obligor shall be subject to any Insolvency Proceeding and a Creditor shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior Collateral or to permit any Obligor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral), whether from such Creditor or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law (each, a “Post-Petition Financing”), then the other Creditor agrees that it set of Creditors shall not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall not request adequate protection or any other relief in connection therewith (except as specifically permitted under Section 5(e)); provided, however, that, notwithstanding the foregoing, either each Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. (ii) Each Creditor of [A/R Lender] and CRG Agent, on behalf of CRG Creditors, agrees that it shall raise no objection to, and shall not oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor set of Creditors has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either any Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims.

Finance and Sale Issues. (i) If the Company or any Obligor other Loan Party shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the Collateral Trustee (acting at the direction of the Required Secured Parties) shall desire to permit the use by such Obligor of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), “Cash Collateral”) constituting such Creditor’s Senior on which the Collateral Trustee or any other creditor has a Lien or to permit the Company or any Obligor other Loan Party to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral)financing, whether from such Creditor the Secured Parties or any other third party Person under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law similar Bankruptcy Law (each, a “Post-Petition DIP Financing”), then the Administrative Agent (on behalf of itself and the Lender Parties), each Secured Commodity Hedging Counterparty, and each other Creditor Secured Party agrees that it shall not oppose or such Secured Party (a) will be deemed to have consented to, will raise any no objection to or contest (or join with or to, nor support any third party opposingother Person objecting to, objecting the use of such Cash Collateral or such DIP Financing so long as (i) each Secured Party retains the right to or contesting), object to such use of Cash Collateral or Post-Petition to the granting of any priming liens over any Collateral if the terms thereof, including the terms of adequate protection (if any) granted to the Secured Parties in connection therewith, do not provide for materially equal treatment to all Secured Parties, (ii) the DIP Financing does not expressly require the liquidation of any Collateral prior to a default under the DIP Financing documentation and shall (iii) if any Cash Collateral order contemplates the liquidation of Collateral, such order provides that the Liens of the Secured Parties will attach to the proceeds of such liquidation equally and ratably, (b) will not request or accept adequate protection or any other relief in connection therewith with the use of such Cash Collateral or such DIP Financing, and (except as specifically permitted under Section 5(e)); provided, however, that, notwithstanding c) agrees that notice received two calendar days prior to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any entry of an order approving such use usage of Cash Collateral or Post-Petition approving such DIP Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. (ii) Each Creditor agrees that it shall raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claimsadequate notice.

Finance and Sale Issues. (ia) If the Parent Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the U.S. First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use by such Obligor of cash collateral Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior on which the U.S. First-Lien Collateral Agent or any other creditor of the Parent Borrower or any other Grantor has a Lien or to permit the Parent Borrower or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Loan Documents), agrees that it shall will not oppose or raise any objection to or contest (contest, or join with or support any third party opposing, objecting to or contestingcontesting (and each Second-Lien Creditor hereby shall be deemed to have consented to), such use of Cash Collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed in writing by the U.S. First-Lien Collateral Agent or to the extent permitted under by Section 5(e)); provided6.3 hereof) and, however, that, notwithstanding to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Postextent the Liens securing the First-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be Lien Obligations are subordinated to or pari passu with such Cash Collateral or Post-Petition Financing, its Liens on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. (iib) Each The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Loan Documents), agrees that it shall will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting sale or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has First-Lien Creditors have consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims.

Finance and Sale Issues. (i) If the Borrower or any Obligor other Loan Party shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the Collateral Agent (acting at the direction of the Required Lenders) shall desire to permit the use by such Obligor of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), “Cash on which the Collateral Agent or any other creditor has a Lien (other than Deposit L/C Collateral”) constituting such Creditor’s Senior Collateral or to permit the Borrower or any Obligor other Loan Party to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral)financing, whether from such Creditor the Secured Parties or any other third party Person under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law similar Bankruptcy Law (each, a “Post-Petition DIP Financing”), then the Administrative Agent (on behalf of itself and the Lender Parties), each Secured Commodity Hedge Counterparty, and each other Creditor Secured Party agrees that it shall not oppose or such Secured Party (a) will be deemed to have consented to, will raise any no objection to or contest (or join with or to, nor support any third party opposingother Person objecting to, objecting the use of such Cash Collateral or such DIP Financing so long as (i) each Secured Party retains the right to or contesting), object to such use of Cash Collateral or Post-Petition to the granting of any priming liens over any Collateral if the terms thereof, including the terms of adequate protection (if any) granted to the Secured Parties in connection therewith, do not provide for materially equal treatment to all Secured Parties, (ii) the DIP Financing does not expressly require the liquidation of any Collateral prior to a default under the DIP Financing documentation and shall (iii) if any Cash Collateral order contemplates the liquidation of Collateral, such order provides that the Liens of the Secured Parties will attach to the proceeds of such liquidation equally and ratably, (b) will not request or accept adequate protection or any other relief in connection therewith with the use of such Cash Collateral or such DIP Financing, and (except as specifically permitted under Section 5(e)); provided, however, that, notwithstanding c) agrees that notice received two calendar days prior to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any entry of an order approving such use usage of Cash Collateral or Post-Petition approving such DIP Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. (ii) Each Creditor agrees that it shall raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claimsadequate notice.

Finance and Sale Issues. (ia) If the Borrower or any Obligor other Credit Party shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the Agent shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) Cash Collateral on which the Agent or any other creditor of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior Collateral Borrower or any other Credit Party has a Lien or to permit the Borrower or any Obligor other Credit Party to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the Secured Parties or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, a “Post-Petition DIP Financing”), then the other Creditor IESA (including, for avoidance of doubt, in its capacity as a holder of IESA Pari Passu Obligations and IESA Second-Lien Obligations) agrees that it shall will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or PostDIP Financing (including with respect to any carve-Petition outs for professionals approved in connection therewith), or the fact that such DIP Financing may be granted Liens on the Shared Collateral and shall will not request adequate protection or any other relief in connection therewith (except as specifically expressly permitted under Section 5(e)); providedhereunder or agreed in writing by the Agent) and, however, that, notwithstanding to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be extent the Liens securing the BlueBay Obligations are subordinated to or pari passu with such Cash DIP Financing, the Liens of IESA on the Shared Collateral shall be deemed to be subordinated or Post-Petition Financingpari passu, without any further action on the part of any person or entity, to the Liens securing such DIP Financing (and all obligations relating thereto), and the Liens securing the IESA Obligations and the Liens securing the BlueBay Obligations shall have the same relative priority with respect to the Shared Collateral (and to each other) as if such DIP Financing had not occurred. (iib) Each Creditor IESA (including, for avoidance of doubt, in its capacity as a holder of IESA Pari Passu Obligations and IESA Second-Lien Obligations) agrees that it shall raise no objection will not object to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting sale or other disposition of any Shared Collateral constituting its Junior Collateral on the basis that such sale is intended to be free and clear of its liens or other Claims, whether under Sections 363 or 1141 Liens and security interest therein pursuant to Section 363(f) of the Bankruptcy Code or other applicable law, if the other Creditor has Agent and the Secured Parties have consented to such sale or disposition of such assets; assets and the release of its security interest, provided, however, that, notwithstanding that the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, not preclude or contest (or join with or support any third party opposing, limit IESA from objecting to, opposing or contesting) any sale, revesting contesting such sale or other disposition on the basis that such sale or disposition (i) seeks to sell or dispose of any Collateral constituting its Senior such Shared IP Collateral free and clear of its liens the IESA’s exclusive licenses and related rights in the Shared IP Collateral (as defined in the Shared IP Intercreditor Agreement) granted to it (other than as a secured creditor) under the Junior Agreement (as defined in the Shared IP Intercreditor Agreement) and (ii) would impair or other Claimsotherwise adversely impact IESA’s rights and interests as licensee of the Shared IP Collateral under the Junior Agreement, including (x) the exclusive rights and licenses (but not the security interests) granted to IESA under the Junior Agreement in the Shared IP Collateral, and (y) the rights, elections and remedies available to IESA as a licensee of intellectual property under section 365 of the Bankruptcy Code.

Finance and Sale Issues. (i) If any Obligor shall be subject to any Insolvency Proceeding and a Creditor shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior Collateral or to permit any Obligor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral), whether from such Creditor or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law (each, a “Post-Petition Financing”), then the other Creditor agrees that it set of Creditors shall not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall not request adequate protection or any other relief in connection therewith (except as specifically permitted under Section 5(e)); provided, however, that, notwithstanding the foregoing, either each Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. (ii) Each Creditor of A/R Lender and CRG Agent, on behalf of CRG Creditors, agrees that it shall raise no objection to, and shall not oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor set of Creditors has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either any Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims.

Finance and Sale Issues. (i) If any Obligor shall be subject to any Insolvency Proceeding and a Creditor shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior Collateral or to permit any such Obligor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral), whether from such Creditor or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law (each, a “Post-Petition Financing”), then the other Creditor agrees that it shall not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), ) such use of Cash Collateral or Post-Petition Financing and shall not request adequate protection or any other relief in connection therewith (except as specifically permitted under Section 5(e6(e)); provided, however, that, that notwithstanding the foregoing, either each Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. (ii) . Each Creditor agrees that it shall raise no objection to, and shall not oppose or contest (or join with or support any third party opposing, objecting to or contesting), (i) a sale, revesting or other disposition of any Collateral constituting its Junior the other Creditor’s Senior Collateral free and clear of its the other Creditors’ liens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has consented to such sale or disposition of such assets, or (ii) any lawful exercise by the other Creditor of the right to credit bid such other Creditor’s Claims at any sale in foreclosure of such other Creditor’s Senior Collateral; provided, however, that, that notwithstanding the foregoing and for the avoidance of doubt, either any Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition (including any credit bid) of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims.

Finance and Sale Issues. (ia) If Until the Discharge of the First-Lien Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First-Lien Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) Cash Collateral on which the First-Lien Agent or any other creditor of the Bankruptcy CodeBorrower or any other Grantor has a Lien or agrees, “Cash Collateral”) constituting such Creditor’s Senior Collateral or along with the Required First-Lien Creditors, to permit the Borrower or any Obligor other Grantor to obtain post-petition financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, a “Post-Petition Financing”), then the other Creditor Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Claimholders, and each Second-Lien Claimholder (by its acceptance of the benefits of the Second-Lien Notes Documents), agrees that it shall will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith that is inconsistent with Section 6.3 (except as specifically permitted under Section 5(e)); providedexpressly agreed in writing by the First-Lien Agent) and, however, that, notwithstanding to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Postextent the Liens securing the First-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be Lien Obligations are subordinated to or pari passu with such Cash Collateral or Post-Petition FinancingFinancing incurred in compliance with this Section 6.1, the Liens of the Second-Lien Claimholders on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred; provided that the First-Lien Agent and the First-Lien Creditors acknowledge and agree that the Second-Lien Collateral Agent and the Second-Lien Claimholders shall retain the right to raise any objection to the Post-Petition Financing that could be raised by any unsecured creditor of the Borrower, so long as such objections are not based on the Second-Lien Claimholders’ status as secured creditors. (iib) Each Creditor Until the Discharge of the First-Lien Obligations has occurred, the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Claimholders, and each Second-Lien Claimholder (by its acceptance of the benefits of the Second-Lien Notes Documents), agrees that it shall will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting sale or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has First-Lien Creditors have consented to such sale or disposition of such assets; provided, however, that, that notwithstanding the foregoing foregoing, the Second-Lien Collateral Agent, on behalf of itself and for the avoidance of doubtother Second-Lien Claimholders, either Creditor shall be entitled may raise objections to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other such disposition of Collateral that could be raised by any Collateral constituting its Senior Collateral free and clear creditor of its liens or other Claimsthe Borrower whose claims were not secured by any Liens on the Collateral, so long as such objections are not based on the Second-Lien Claimholders’ status as secured creditors.

Finance and Sale Issues. (i) If Holdings, any Obligor Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use by of Cash Collateral on which the First-Lien Collateral Agent or any other creditor of Holdings, such Obligor of cash collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior Collateral Borrower or any other Grantor has a Lien or to permit Holdings, such Borrower or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Documents), agrees that it shall will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing (including with respect to any carve-out for professionals approved in connection therewith) and shall will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted under by Section 5(e6.3 hereof)); provided, howeverso long as the aggregate principal amount of such Post-Petition Financing, thatwhen added to the aggregate principal amount of First-Lien Loan Document Obligations, notwithstanding does not exceed the foregoing, either Creditor sum of the Cap Amount (it being understood that any “roll up” or Refinancing of the First-Lien Loan Document Obligations shall not be entitled deemed to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use reduce the amount of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Postpermitted hereby) and, to the extent the Liens securing the First-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be Lien Obligations are subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. , the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (ii) Each Creditor agrees that it shall raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contestingand all Obligations relating thereto), a sale, revesting or other disposition of any and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of relative to the Bankruptcy Code or other applicable law, Liens securing the First-Lien Obligations as if the other Creditor has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other ClaimsPost-Petition Financing had not occurred.

Finance and Sale Issues. (i) If any Obligor shall be subject to any Insolvency Proceeding and a Creditor shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior Collateral or to permit any Obligor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral), whether from such Creditor or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law (each, a “Post-Petition Financing”), then the other Creditor agrees that it set of Creditors shall not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall not request adequate protection or any other relief in connection therewith (except as specifically permitted under Section 5(e)); provided, however, that, notwithstanding the foregoing, either each Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. (iii) Each Creditor of [A/R Lender] and CRG Agent, on behalf of CRG Creditors, agrees that it shall raise no objection to, and shall not oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor set of Creditors has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either any Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims.

Finance and Sale Issues. (ia) If the Parent Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the U.S. First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use by such Obligor of cash collateral Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior on which the U.S. First-Lien Collateral Agent or any other creditor of the Parent Borrower or any other Grantor has a Lien or to permit the Parent Borrower or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, a “"Post-Petition Financing”"), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Loan Documents), agrees that it shall will not oppose or raise any objection to or contest (contest, or join with or support any third party opposing, objecting to or contestingcontesting (and each Second-Lien Creditor hereby shall be deemed to have consented to), such use of Cash Collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed in writing by the U.S. First-Lien Collateral Agent or to the extent permitted under by Section 5(e)); provided6.3 hereof) and, however, that, notwithstanding to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Postextent the Liens securing the First-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be Lien Obligations are subordinated to or pari passu with such Cash Collateral or Post-Petition Financing, its Liens on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. (iib) Each The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Loan Documents), agrees that it shall will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting sale or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has First-Lien Creditors have consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims.

Finance and Sale Issues. (i) If any Obligor shall be subject to any Insolvency Proceeding and a Creditor shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior Collateral or to permit any Obligor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral), whether from such Creditor or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law (each, a “Post-Petition Financing”), then the other Creditor agrees that it set of Creditors shall not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall not request adequate protection or any other relief in connection therewith (except as specifically permitted under Section 5(e)); provided, however, that, notwithstanding the foregoing, either each Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. (ii) Each Creditor agrees that it shall raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims.

Finance and Sale Issues. (ia) If the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use by such Obligor of cash collateral Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior on which the First-Lien Collateral Agent or any other creditor of the Borrower or any other Grantor has a Lien or to permit the Borrower or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, a “"Post-Petition Financing”"), then (x) the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor agrees (by its acceptance of the benefits of the Second-Lien Note Documents), and (y) the Third-Lien Collateral Agent, on behalf of itself and the Third-Lien Creditors, and each other Third-Lien Creditor (by its acceptance of the benefits of the Third-Lien Credit Documents), each agree that it shall will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted under by Section 5(e)); provided6.3) and, however, that, notwithstanding to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Postextent the Liens securing the First-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be Lien Obligations are subordinated to or pari passu with such Cash Collateral or Post-Petition Financing, its Liens on the Collateral shall be deemed to be subordinated, without any further action on the part of any Person, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations and the Third-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Neither the Third-Lien Collateral Agent nor any Third-Lien Creditor shall object to any Post-Petition Financing for any reason, or on any basis, whatsoever. Neither the Second-Lien Collateral Agent nor any Second-Lien Creditor shall object to any Post-Petition Financing for any reason, or on any basis, whatsoever, so long as the aggregate principal amount of financing to be provided pursuant thereto, when added (without duplication of amounts) to any principal amount (for this purpose, including the maximum undrawn amounts of any then outstanding Letters of Credit) which would at the same time be outstanding pursuant to any First-Lien Credit Agreement then in effect (thereby permitting, without limitation, a "roll-up" of any prepetition First-Lien Obligations into a Post-Petition Financing), would not exceed the Maximum First-Lien Credit Documents Principal Amount at such time. Furthermore, and notwithstanding anything to the contrary contained above in this Section 6.1, the Second-Lien Collateral Agent and the Second-Lien Creditors (but not the Third-Lien Collateral Agent and not the Third-Lien Creditors) may object to any Post-Petition Financing which is in excess of the amount described in the immediately preceding sentence, but solely on grounds which general unsecured creditors in the Insolvency or Liquidation Proceeding would have standing to raise (without regard to whether there actually are general unsecured creditors in the Insolvency or Liquidation Proceeding, or whether any such creditors actually oppose the respective Post-Petition Financing) and for the avoidance of doubt, not on the basis of lack of adequate protection or other grounds applicable solely to a secured party. (iib) Each The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor agrees (by its acceptance of the benefits of the Second-Lien Note Documents), and the Third-Lien Collateral Agent, on behalf of itself and the other Third-Lien Creditors, and each other Third-Lien Creditor (by its acceptance of the benefits of the Third-Lien Credit Documents), each agree that it shall will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting sale or other disposition of any Collateral constituting its Junior Collateral in the context of an Insolvency or Liquidation Proceeding free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or if the First-Lien Creditors (or, in the case of the Third-Lien Collateral Agent and any other applicable lawThird-Lien Creditor, if the other Creditor has First-Lien Creditors or the Second-Lien Creditors) have consented to such sale or disposition of such assets; provided, however, that, notwithstanding in the foregoing case of the agreements of the Second-Lien Collateral Agent and for Second-Lien Creditors only (with this proviso being inapplicable to the avoidance Third-Lien Collateral Agent and the Third-Lien Creditors), any such sale or disposition must be approved by the bankruptcy court with jurisdiction over the sale (the "Bankruptcy Court") by an order that: (a) contains a specific finding that the sale or disposition being approved is commercially reasonable; and (b) provides that any consideration received in connection with such sale or disposition that exceeds the amount of doubtthe First-Lien Obligations shall be used to satisfy the Second-Lien Obligations, either Creditor or shall remain encumbered by the Second-Lien Obligations, with the same priority and subject to the same limitations set forth herein with respect to their Liens on the Collateral. The Second-Lien Collateral Agent and the Second-Lien Creditors (but not the Third-Lien Collateral Agent and not the Third-Lien Creditors) shall be entitled to opposeobject to any proposed form of order that does not contain the foregoing provisions. (c) If (x) the Discharge of First-Lien Obligations shall have occurred prior to the Borrower or any other Grantor being subject to any Insolvency or Liquidation Proceeding, (y) the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and (z) the Second-Lien Collateral Agent (acting at the direction of the Second-Lien Creditors) shall desire to permit the use of cash collateral on which the Second-Lien Collateral Agent or any other Second-Lien Creditor has a Lien or to permit the Borrower or any other Grantor to obtain financing (including, without limitation, on a priming basis), whether from the Second-Lien Creditors or any other third party under Section 362, 363 or 364 of Title 11 of the United States Code or any similar Bankruptcy Law (each, a "Second-Lien Post-Petition Financing"), then the Third-Lien Collateral Agent, on behalf of itself and the other Third-Lien Creditors, and each other Third-Lien Creditor (by its acceptance of the benefits of the Third-Lien Credit Documents), each agree that it will not oppose or raise any objection toto such use of cash collateral or Second-Lien Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except to the extent permitted by Section 6.3) and, to the extent the Liens securing the Second-Lien Obligations are subordinated to or pari passu with such Second-Lien Post-Petition Financing, its Liens on the Collateral shall be deemed to be subordinated without any further action on the part of any Person to the Liens securing such Second-Lien Post-Petition Financing (and all obligations relating thereto) and the Liens securing the Third-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the Second-Lien Obligations as if such Second-Lien Post-Petition Financing had not occurred. Neither the Third-Lien Collateral Agent nor any Third-Lien Creditor shall object to any Second-Lien Post-Petition Financing for any reason, or contest (or join with or support on any third party opposingbasis, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claimswhatsoever.

Finance and Sale Issues. (ia) If Parent or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the Second-Lien Collateral Agent (acting at the direction of the Required Second-Lien Creditors) shall desire to permit the use by such Obligor of cash collateral Cash Collateral with respect to any ATA Collateral (as defined in Section 363(aor proceeds thereof) on which the Second-Lien Collateral Agent or any other creditor of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior Collateral Parent or any other Grantor has a Lien or to permit Parent or any Obligor other Grantor to obtain financing Post-Petition Financing (including on a priming basis with respect to such Creditor’s Senior basis) that is secured by the ATA Collateral), whether from such Creditor the Second-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law (each, a “Post-Petition Financing”)Bankruptcy Law, then the First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors, and each other First-Lien Creditor (by its acceptance of the benefits of the First-Lien Documents), agrees that it shall will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed in writing by the Second-Lien Collateral Agent or to the extent permitted under by Section 5(e)); provided, however, that, notwithstanding the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest 8.11 hereof) so long as (or join with or support any third party opposing, objecting to, or contestingi) any such use of Cash Collateral use or such Post-Petition Financing if is on commercially reasonable terms, (ii) the First-Lien Collateral Agent and the First-Lien Creditors retain the right to object to any ancillary agreements or arrangements regarding such proposed use of Cash Collateral use or such Post-Petition Financing would result that are materially prejudicial to their interests, (iii) (a) such Post-Petition Financing does not compel such Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in such Post-Petition Financing documentation or a related document other than payment in full in cash of such Post-Petition Financing or (b) such Post-Petition Financing documentation or Cash Collateral order does not expressly require the liquidation of the ATA Collateral as an exercise of remedies prior to a default under such Post-Petition Financing documentation or Cash Collateral order, (iv) the indebtedness under such Post-Petition Financing (other than such Indebtedness constituting Second-Lien Obligations) is not secured by any liens Lien on any ATA Collateral on a basis that is senior to the Liens securing the First-Lien Obligations unless such Creditor’s Senior Liens are senior or pari passu to the Liens securing the Second-Lien Obligations, and (v) the aggregate principal amount of such Post-Petition Financing, when added to the sum of (I) the aggregate amount of indebtedness for borrowed money constituting principal outstanding under the Second-Lien Documents (except if part of such such Post-Petition Financing and/or if representing interest and/or fees that have been capitalized) plus (II) the aggregate face amount of any letters of credit issued but not reimbursed under the Second-Lien Documents, does not exceed the sum of (1) the aggregate principal amount of the Second-Lien Obligations due immediately prior to the commencement of the respective Insolvency or Liquidation Proceeding, plus (2) $5,000,000. To the extent the Liens on the ATA Collateral to be securing the Second-Lien Obligations are subordinated to or pari passu with such Cash Collateral or Post-Petition Financing, the Liens of the First-Lien Creditors on the ATA Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the First-Lien Obligations shall have the same priority with respect to the ATA Collateral relative to the Liens securing the Second-Lien Obligations as if such Post-Petition Financing had not occurred. (iib) Each The First-Lien Collateral Agent, on behalf of itself and the other First-Lien Creditors, and each other First-Lien Creditor (by its acceptance of the benefits of the First-Lien Documents), agrees that it shall will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting sale or other disposition of any Collateral constituting its Junior ATA Collateral free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has Second-Lien Creditors have consented to such sale or disposition of such assets; provided, however, that, notwithstanding assets (subject to the foregoing Lien attaching to the proceeds of the ATA Collateral in favor of the First-Lien Collateral Agent in the same order and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claimsmanner as otherwise set forth herein).

Finance and Sale Issues. (ia) If Until the Discharge of Parity Lien Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor any Parity Lien Representative shall desire to permit the use by such Obligor of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which such Parity Lien Representative, “Cash Collateral”) constituting such Creditor’s Senior Parity Lien Collateral Agent or any other creditor has a Lien, or to permit the Company or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral)financing, whether from such Creditor the Parity Lien Claimholders or any other third party Person under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law similar Bankruptcy Law (each, a “Post-Petition DIP Financing”) then each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, will not: (1) object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any Parity Lien Representative); and (2) to the extent the Liens securing the Parity Lien Obligations are subordinated to or pari passu with such DIP Financing, each Junior Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto), then the including any customary “carve-outs” and each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Creditor agrees that it shall not oppose or raise any objection to or contest (or join with or support any third party opposingJunior Lien Claimholder represented by it, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed by the Designated Parity Lien Representative or to the extent permitted under by Section 5(e6.3)); (b) Junior Lien Claimholders may provide DIP Financing to the Company or any other Grantor; provided, however, that, notwithstanding the foregoing, either Creditor shall be entitled to oppose, raise objection to, provided that such DIP Financing may not “roll-up” or contest (otherwise include or join with or support refinance any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Postpre-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financingpetition Junior Lien Obligations. (iic) Each Creditor Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, agrees that it shall raise no objection towill not seek consultation rights in connection with, oppose or contest (or join with or support any third party opposing, objecting and it will not object to or contesting)oppose, a salemotion to sell, revesting liquidate or other disposition otherwise dispose of any Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections Section 363 or 1141 of the Bankruptcy Code if the requisite Parity Lien Claimholders have consented to such sale, liquidation or other applicable lawdisposition. Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the other Creditor has requisite Parity Lien Claimholders have consented to (i) such sale retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets; provided, however, that, notwithstanding in which event the foregoing and for Junior Lien Claimholders will be deemed to have consented to the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, sale or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear pursuant to Section 363(f) of its liens or other Claimsthe Bankruptcy Code, so long as such order does not impair the rights of the Junior Lien Claimholders under Section 363(k) of the Bankruptcy Code.

Finance and Sale Issues. (i) If any Obligor shall be subject to any Insolvency Proceeding and a Creditor shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior Collateral or to permit any Obligor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral), whether from such Creditor or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law (each, a “Post-Petition Financing”), then the other Creditor agrees that it set of Creditors shall not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall not request adequate protection or any other relief in connection therewith (except as specifically permitted under Section 5(e))Financing; provided, however, that, notwithstanding the foregoing, either each Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. (ii) Each Creditor of LSQ and each Existing Agent, on behalf of the applicable Existing Creditors, agrees that it shall raise no objection to, and shall not oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor set of Creditors has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either any Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims.

Finance and Sale Issues. (i) If any Obligor shall be subject to any Insolvency Proceeding and a Creditor shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) of the Bankruptcy Code, ““ Cash CollateralCollateral ”) constituting such Creditor’s Senior Collateral or to permit any Obligor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral), whether from such Creditor or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law (each, a ““ Post-Petition FinancingFinancing ”), then the other Creditor agrees that it set of Creditors shall not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall not request adequate protection or any other relief in connection therewith (except as specifically permitted under Section 5(e)) ); provided, however, that, notwithstanding the foregoing, either each Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. (ii) Each Creditor of [A/R Lender] and CRG Agent, on behalf of CRG Creditors, agrees that it shall raise no objection to, and shall not oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor set of Creditors has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either any Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims.

Finance and Sale Issues. (ia) If Until the Discharge of First Lien Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor any First Lien Representative shall desire to permit the use by such Obligor of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which such First Lien Representative, “Cash Collateral”) constituting such Creditor’s Senior First Lien Collateral Agent or any other creditor has a Lien, or to permit the Company or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral)financing, whether from such Creditor the First Lien Claimholders or any other third party Person under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law similar Bankruptcy Law (each, a “Post-Petition DIP Financing”) then each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, will not: (1) object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any First Lien Representative), then ; and (2) to the other Creditor agrees that it shall not oppose or raise any objection extent the Liens securing the First Lien Obligations are subordinated to or contest pari passu with such DIP Financing, each Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (or join with or support any third party opposingand all Obligations relating thereto) and each Second Lien Representative and each Second Lien Collateral Agent, objecting to or contesting)for itself and on behalf of each other Second Lien Claimholder represented by it, such use of Cash Collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed by the Designated First Lien Representative or to the extent permitted under by Section 5(e6.3)); provided that the Second Lien Representatives and the other Second Lien Claimholders retain the right to object to any provision in any DIP Financing that requires the sale, liquidation or other Disposition of material assets that do not constitute Collateral or requires specific and material terms of a plan of reorganization other than terms for a sale, liquidation or other Disposition of Collateral; provided, however, that, notwithstanding the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. (ii) Each Creditor agrees that it shall raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled that plan terms regarding the sale, liquidation or other Disposition of non-material assets are not material terms. (b) No Second Lien Claimholder may provide DIP Financing to the Company or any other Grantor secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations. (c) Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, agrees that it will not seek consultation rights in connection with, and it will not object to or oppose, raise objection toa motion to sell, liquidate or contest (or join with or support any third party opposing, objecting to, or contesting) any otherwise dispose of Collateral under Section 363 of the Bankruptcy Code if the requisite First Lien Claimholders have consented to such sale, revesting liquidation or other disposition. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite First Lien Claimholders have consented to such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and the sale, liquidation or disposition of such assets, in which event the Second Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code, so long as such order does not impair the rights of the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code. (d) Notwithstanding any other provision hereof to the contrary, each Second Lien Representative and each Second Lien Collateral constituting its Senior Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, agrees that without the consent of the First Lien Claimholders, none of such Second Lien Representative or such Second Lien Collateral free and clear Agent, the Second Lien Claimholders represented by it or any agent or the trustee on behalf of its liens any of them shall, for any purpose during any Insolvency or other ClaimsLiquidation Proceeding or otherwise, support, endorse, propose or submit, whether directly or indirectly, any plan of reorganization that provides for the impairment of repayment of the First Lien Obligations unless the Designated First Lien Representative shall have consented to such plan in writing.

Finance and Sale Issues. (ia) If any Obligor Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use by such Obligor of cash collateral Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior on which the First-Lien Collateral Agent or any other creditor of any Grantor has a Lien or to permit any Obligor Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, including any such financing (x) which represents an advance by some or all of the First-Lien Creditors following repayment of amounts of First-Lien Obligations with cash collateral or (y) the proceeds of which are used, in whole or in part, to repay First-Lien Obligations owed to some or all of the First-Lien Creditors, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents), agrees that it shall will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed in writing by the First-Lien Collateral Agent or to the extent otherwise permitted under by Section 5(e)); provided6.3 hereof) and, however, that, notwithstanding to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Postextent the Liens securing the First-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be Lien Obligations are subordinated to or pari passu with such Cash Collateral or Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Without the consent of the First-Lien Collateral Agent, no Second-Lien Creditor shall propose, support or enter into any Post-Petition Financing, if the effect of such Post-Petition Financing would be that the Second-Lien Obligations would no longer be subordinated to the First-Lien Obligations in the manner set forth in this Agreement, or the Second-Lien Creditors would recover any payments they are not otherwise entitled to under this Agreement, including by way of adequate protection. (iib) Each The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents), agrees that it shall will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting sale or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has First-Lien Creditors have consented to such sale or disposition of such assets; provided. Notwithstanding the foregoing, however, that, notwithstanding the foregoing Second-Lien Collateral Agent on behalf of itself and for the avoidance of doubt, either Creditor other Second-Lien Creditors shall be entitled to opposeobject to any sale or other disposition to the extent that the terms of any proposed order approving such transaction do not provide for the interests of the Second-Lien Creditors to attach to the proceeds of the Shared Collateral (if sufficient to satisfy the First-Lien Obligations), subject to the terms of this Agreement and shall be entitled to assert its rights (if any) under Section 363(k) of the Bankruptcy Code, subject to the terms of this Agreement. Notwithstanding the foregoing, the Second-Lien Agent, on behalf of itself and the other Second-Lien Creditors, may raise objection to, or contest (or join with or support objections to any third party opposing, objecting to, or contesting) any sale, revesting such sale or other disposition of Shared Collateral that could be raised by any creditor of the Grantors whose claims were not secured by any Liens on the Collateral constituting its Senior Collateral free and clear of its liens or other Claimsso long as such objections are not based on the Second-Lien Creditors’ status as secured creditors.

Finance and Sale Issues. (ia) If Until the Discharge of the First-Lien Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) Cash Collateral on which the First-Lien Collateral Agent or any other creditor of the Bankruptcy CodeBorrower or any other Grantor has a Lien or agrees, “Cash Collateral”) constituting such Creditor’s Senior Collateral or along with the Required First-Lien Creditors, to permit the Borrower or any Obligor other Grantor to obtain post-petition financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, a “Post-Petition Financing”), then the other Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Subordinated Notes Documents), agrees that it shall will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith that is inconsistent with Section 6.3 (except as specifically permitted under Section 5(e)); providedexpressly agreed in writing by the First-Lien Collateral Agent) and, however, that, notwithstanding to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Postextent the Liens securing the First-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be Lien Obligations are subordinated to or pari passu with such Cash Collateral or Post-Petition FinancingFinancing incurred in compliance with this Section 6.1, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Subordinated Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred; provided that the First-Lien Collateral Agent and the First-Lien Creditors acknowledge and agree that the Second-Lien Collateral Agent and the Second-Lien Creditors shall retain the right to raise any objection to the Post-Petition Financing that could be raised by any unsecured creditor of the Borrower, so long as such objections are not based on the Second-Lien Creditors’ status as secured creditors. (iib) Each Until the Discharge of the First-Lien Obligations has occurred, the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Subordinated Notes Documents), agrees that it shall will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting sale or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has First-Lien Creditors have consented to such sale or disposition of such assets; provided, however, that, that notwithstanding the foregoing foregoing, the Second-Lien Collateral Agent, on behalf of itself and for the avoidance of doubtother Second-Lien Creditors, either Creditor shall be entitled may raise objections to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other such disposition of Collateral that could be raised by any Collateral constituting its Senior Collateral free and clear creditor of its liens or other Claimsthe Borrower whose claims were not secured by any Liens on the Collateral, so long as such objections are not based on the Second-Lien Creditors’ status as secured creditors.

Finance and Sale Issues. (i) If Until the Discharge of First Lien Obligations has occurred, if the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First Lien Collateral Agent shall desire to permit the use by such Obligor of all or a portion of the Collateral as cash collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior Collateral or to permit the Company or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral)financing, whether from such Creditor the First Lien Claimholders or any other third party entity under Section 362, 363 or Section 364 of the Bankruptcy Code or any similar Debtor Relief Law, which financing may include a Refinancing of the First Lien Obligations (provided that (i) such financing or Refinancing shall be secured by all or any portion of the Collateral (including assets that but for the application of Section 552 of the Bankruptcy Code would be Collateral) and (ii) any such financing, whether or not pursuant to Section 363 or Section 364 of the Bankruptcy Code or any similar Debtor Relief Law, shall not be secured by any assets of any Grantor other applicable law than the Collateral) (each, a “Post-Petition DIP Financing”), then the other Creditor Second Lien Collateral Agent (on behalf of itself and the Second Lien Claimholders) agrees that (a) it shall will not oppose or in respect of the Collateral (i) raise any objection to to, or otherwise contest (or join with or support any third party opposing, objecting to or contesting)interfere with, such use of Cash Collateral cash collateral or Post-Petition DIP Financing, (ii) support any other Person objecting to, such sale, use, or lease of cash collateral or DIP Financing and shall not or (iii) request any form of adequate protection or any other relief in connection therewith with respect to the Collateral (except as specifically agreed by the First Lien Collateral Agent or to the extent expressly permitted under by Section 5(e)); provided6.03) and, however, that, notwithstanding to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use extent the Liens in respect of Cash the Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be securing the First Lien Obligations are subordinated to or pari passu with such Cash DIP Financing, the Second Lien Collateral Agent will subordinate its Liens in the Collateral to (A) the Liens securing such DIP Financing (and all obligations relating thereto), (B) any adequate protection provided to the First Lien Claimholders and (C) any “carve-out” for professional and United States Trustee fees, claims of reclamation creditors or Post-Petition Financing. holders of claims under Section 503(b) of the Bankruptcy Code agreed to by the First Lien Collateral Agent; and (iib) Each Creditor notice received two (2) calendar days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice; provided that the foregoing shall not prohibit the Second Lien Collateral Agent or the Second Lien Claimholders from objecting solely to any provisions in any DIP Financing relating to, describing or requiring any provision or content of a plan of reorganization other than provisions solely requiring that the DIP Financing be paid in full in cash. The Second Lien Collateral Agent (on behalf of itself and the Second Lien Claimholders) agrees that it shall will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), oppose a sale, revesting sale or other disposition of any Collateral constituting its Junior (and any post-petition assets subject to adequate protection liens in favor of the First Lien Collateral Agent) free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has Requisite Claimholders under the Credit Agreement have consented to such sale or disposition of such assets; providedassets so long as the respective interests of the Second Lien Claimholders attach to the proceeds thereof, howeversubject to the terms of this Agreement. If requested by the First Lien Collateral Agent in connection therewith, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor Second Lien Collateral Agent shall be entitled affirmatively consent to oppose, raise objection to, such a sale or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claimsdisposition.

Finance and Sale Issues. (ia) If the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use by such Obligor of cash collateral Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior on which the First-Lien Collateral Agent or any other creditor of the Borrower or any other Grantor has a Lien or to permit the Borrower or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, a “"Post-Petition Financing”"), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents), agrees that it shall will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted under by Section 5(e)); provided6.3 hereof) and, however, that, notwithstanding to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Postextent the Liens securing the First-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be Lien Obligations are subordinated to or pari passu with such Cash Collateral or Post-Petition Financing, the Liens of the Second-Lien Collateral Agent on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to (x) the Liens securing the Post-Petition Financing (and all Obligations relating thereto), (y) any adequate protection Liens provided to the First-Lien Collateral Agent or the First-Lien Creditors and (z) any "carve-out" for professional and United States Trustee fees agreed to by the First-Lien Collateral Agent and the Liens securing the Second Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First Lien Obligations as if such Post-Petition Financing had not occurred. The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors agrees that notice received three (3) calendar days prior to the entry of an order approving such usage of cash collateral or approving such Post-Petition Financing shall be adequate notice. (iib) Each The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents), agrees that it shall will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting sale or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has Required First-Lien Creditors have consented to such sale or disposition of such assets; provided, however, that, notwithstanding assets and the foregoing Liens securing the First-Lien Obligations and for the avoidance Second-Lien Obligations continue on the proceeds of doubt, either Creditor shall be entitled to oppose, raise objection to, such sale or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claimssuch assets.

Finance and Sale Issues. (i) If any Obligor Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use by such Obligor of cash collateral Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior on which the First-Lien Collateral Agent or any other creditor of any Grantor has a Lien or to permit any Obligor Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, including any such financing (x) which represents an advance by some or all of the First-Lien Creditors following repayment of amounts of First-Lien Obligations with cash collateral or (y) the proceeds of which are used, in whole or in part, to repay First-Lien Obligations owed to some or all of the First-Lien Creditors, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents), agrees that it shall will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed in writing by the First-Lien Collateral Agent or to the extent otherwise permitted under by Section 5(e)); provided6.3 hereof) and, however, that, notwithstanding to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Postextent the Liens securing the First-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be Lien Obligations are subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. , the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (ii) Each Creditor agrees that it shall raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contestingand all Obligations relating thereto), a sale, revesting or other disposition of any and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Without the consent of the Bankruptcy Code First-Lien Collateral Agent, no Second-Lien Creditor shall propose, support or other applicable lawenter into any Post-Petition Financing, if the other Creditor has consented to such sale or disposition effect of such assets; providedPost-Petition Financing would be that the Second-Lien Obligations would no longer be subordinated to the First-Lien Obligations in the manner set forth in this Agreement, however, that, notwithstanding or the foregoing and for the avoidance of doubt, either Creditor shall be Second-Lien Creditors would recover any payments they are not otherwise entitled to opposeunder this Agreement, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition including by way of any Collateral constituting its Senior Collateral free and clear of its liens or other Claimsadequate protection.

Finance and Sale Issues. (ia) If Until the Discharge of the Senior Facilities Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the Senior Collateral Agent (acting at the direction of the Required Senior Creditors) shall desire to permit the use by such Obligor of cash collateral Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s on which the Senior Collateral Agent has a Lien or to permit the Borrower or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the Senior Creditors or any other third party party, under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, a “"Post-Petition Financing”"), then CHG, on behalf of itself and the other Junior Creditors, and each other Junior Creditor (by its acceptance of the benefits of the CHG Lease Facility Documents), agrees that it shall will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed in writing by the Senior Collateral Agent or to the extent permitted under by Section 5(e)); provided, however, that, notwithstanding the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting9.3 hereof) any so long as such use of Cash Collateral or Post-Petition Financing is approved by a United States Bankruptcy Court. To the extent the Liens securing the Senior Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of CHG and the Junior Creditors on the Shared Collateral shall be deemed to be subordinated, without any further action on the part of any Person, to the Liens securing such Post-Petition Financing (and all obligations relating thereto), and the Liens securing the CHG Lease Obligations shall have the same priority with respect to the Shared Collateral relative to the Liens securing the Senior Obligations as if such proposed Post-Petition Financing had not occurred. Notwithstanding the foregoing, CHG and the other Junior Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing would result in any liens on the same bases as an unsecured creditor, so long as such Creditor’s Senior Collateral to be subordinated to opposition or pari passu with such Cash Collateral or Post-Petition Financingobjection is not based on the Junior Creditors' status as secured creditors. (iib) Each Until the Discharge of the Senior Facilities Obligations has occurred, CHG, on behalf of itself and the other Junior Creditors, and each other Junior Creditor (by its acceptance of the benefits of the CHG Lease Facility Documents), agrees that it shall will raise no objection to, oppose or contest (or join with or support any third party Person opposing, objecting to or contesting), and shall be deemed to consent to, a sale, revesting sale or other disposition of any Collateral constituting its Junior Shared Collateral free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has Senior Creditors have consented to such sale or disposition of such assets; provided that (i) the proceeds of such disposition are applied in accordance with Section 6.1 and (ii) CHG, on behalf of itself and the other Junior Creditors, may raise any objections to any such disposition of Shared Collateral that could be raised by any creditor of the Grantors whose claims were not secured by any Liens on the Shared Collateral so long as such objections are not based on CHG's and the other Junior Creditors' status as secured creditors; provided, however, thatthat in any sale or disposition conducted pursuant to a post-petition auction process, notwithstanding CHG and the foregoing other Junior Creditors shall retain their rights under Section 363(k) of the Bankruptcy Code to the extent that their bid is in excess of the allowed claim of the Senior Creditors (it being specifically understood that CHG and for the avoidance of doubt, either Creditor other Junior Creditors shall be entitled required to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition pay an amount equal to that portion of any Collateral constituting its their bid up to the allowed claim of the Senior Collateral free and clear of its liens or other ClaimsCreditors in cash).

Finance and Sale Issues. (i) If any Obligor shall be subject to any Insolvency Proceeding and a Creditor shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior Collateral or to permit any Obligor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral), whether from such Creditor or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (each, a “Post-Petition Financing”), then the other Creditor agrees that it set of Creditors shall not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall not request adequate protection or any other relief in connection therewith (except as specifically permitted under Section 5(e)); provided, however, that, notwithstanding the foregoing, either each Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. (ii) Each Creditor of [A/R Lender] and CRG Agent, on behalf of CRG Creditors, agrees that it shall raise no objection to, and shall not oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor set of Creditors has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either any Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims.

Finance and Sale Issues. (ia) If the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use by such Obligor of cash collateral Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior on which the First-Lien Collateral Agent or any other creditor of the Borrower or any other Grantor has a Lien or to permit the Borrower or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents), agrees that it shall will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted under by Section 5(e)6.3 hereof); provided, however, that, notwithstanding provided that the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use aggregate principal amount of Cash Collateral or the Post-Petition Financing if such proposed use (excluding, for the avoidance of doubt, any obligations with respect to any Cash Collateral Management Agreement or PostHedge Agreement) plus the aggregate principal amount of Loans and stated amount of Letters of Credit under the First-Petition Financing would result in any liens on such Creditor’s Senior Collateral Lien Credit Agreement does not exceed the First-Lien Cap Amount plus $25,000,000. In addition, to be the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Cash Collateral or Post-Petition Financing, the Liens of the Second-Lien Collateral Agent on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to (x) the Liens securing the Post-Petition Financing (and all Obligations relating thereto), (y) any adequate protection Liens provided to the First-Lien Collateral Agent or the First-Lien Creditors and (z) any “carve-out” for professional and United States Trustee fees agreed to by the First-Lien Collateral Agent and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors agrees that notice received three (3) calendar days prior to the entry of an order approving such usage of cash collateral or approving such Post-Petition Financing shall be adequate notice. No Second-Lien Creditor may provide Post-Petition Financing to the Borrower or any other Grantor to the extent one or more First-Lien Creditors offer to provide Post-Petition Financing on or before the date of the hearing to approve a Post-Petition Financing; provided that if no First-Lien Creditor offers to provide Post-Petition Financing on or before the date of the hearing to approve a Post-Petition Financing, then a Second-Lien Creditor may seek to provide such Post-Petition Financing secured by Liens junior in priority to the Liens securing any First-Lien Obligations, and First-Lien Creditors may object thereto. (iib) Each The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents), agrees that it shall will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting sale or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has Required First-Lien Creditors have consented to such sale or disposition of such assets; provided, however, that, notwithstanding assets and the foregoing Liens securing the First-Lien Obligations and for the avoidance Second-Lien Obligations continue on the proceeds of doubt, either Creditor shall be entitled to oppose, raise objection to, such sale or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claimssuch assets.

Finance and Sale Issues. (a) (i) If Until the Discharge of First Lien Obligations has occurred, if any Obligor Loan Party shall be subject to any Insolvency or Liquidation Proceeding and a Creditor any First Lien Representative shall desire to permit the use by such Obligor of cash collateral “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) in respect of the Collateral on which such First Lien Representative, “Cash Collateral”) constituting such Creditor’s Senior any First Lien Collateral Agent or any other creditor has a Lien, or to permit any Obligor Loan Party to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral)financing, whether from such Creditor the First Lien Claimholders or any other third party Person under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law similar Bankruptcy Law (each, a “Post-Petition DIP Financing”)) that is secured by a Lien on the Collateral, then each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it (1) will consent to and not object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any First Lien Representative); and (2) to the other Creditor agrees that it shall not oppose or raise any objection extent the Liens in the Collateral securing the First Lien Obligations are discharged, subordinated to or contest pari passu with such DIP Financing, each Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (or join with or support any third party opposingand all Obligations relating thereto) and each Second Lien Representative and each Second Lien Collateral Agent, objecting to or contesting)for itself and on behalf of each other Second Lien Claimholder represented by it, such use of Cash Collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed by the Designated First Lien Representative or to the extent permitted by Section 6.3) and (ii) until the Discharge of BDK Obligations has occurred, if any Loan Party shall be subject to any Insolvency or Liquidation Proceeding and the Applicable BDK Representative shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) in respect of the BDK Collateral on which such Applicable BDK Representative, the Applicable BDK Collateral Agent or any other creditor has a Lien, or to permit any Loan Party to obtain financing, whether from the Applicable BDK Claimholders or any other Person under Section 5(e)364 of the Bankruptcy Code or any similar Bankruptcy Law (“BDK DIP Financing”) that is secured by a Lien on the BDK Collateral, then each BDK Junior Lien Representative and each BDK Junior Lien Collateral Agent, for itself and on behalf of each other BDK Junior Lien Claimholder represented by it (1) will consent to and not object to such Cash Collateral use or BDK DIP Financing (including any proposed orders for such Cash Collateral use and/or BDK DIP Financing which are acceptable to the Applicable BDK Representative); providedand (2) to the extent the Liens in the BDK Collateral securing the BDK Obligations of the Applicable BDK Claimholders are discharged, however, that, notwithstanding the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash BDK DIP Financing, each BDK Junior Lien Collateral Agent will subordinate its Liens in the BDK Collateral to the Liens securing such BDK DIP Financing (and all Obligations relating thereto) and each BDK Junior Lien Representative and each BDK Junior Lien Collateral Agent, for itself and on behalf of each other BDK Junior Lien Claimholder represented by it, will not request adequate protection or any other relief in connection therewith (except as expressly agreed by the Applicable BDK Representative or to the extent permitted by Section 6.3); provided that (i) the aggregate principal amount of the DIP Financing provided by any Person (other than any BDK First Lien Claimholder) plus the aggregate outstanding principal amount of First Lien Obligations under the First Lien Loan Documents (other than the BDK First Lien Loan Documents) does not exceed the First Lien Cap Amount, (ii) the aggregate principal amount of the DIP Financing provided by any BDK First Lien Claimholder plus the aggregate outstanding principal amount of BDK First Lien Obligations under the BDK First Lien Loan Documents does not exceed the BDK First Lien Cap Amount, (iii) the aggregate principal amount of the BDK DIP Financing plus the aggregate outstanding principal amount of the Applicable BDK Obligations does not exceed the Applicable BDK Cap Amount, (iv) the DIP Financing and BDK DIP Financing, as the case may be, is otherwise subject to the terms of this Agreement and (v) the DIP Financing and BDK DIP Financing, as the case may be, does not compel any Loan Party to seek confirmation of a specific plan of reorganization or similar dispositive restructuring plan for which all or substantially all of the material terms are set forth in the DIP Financing or BDK DIP Financing, as the case may be, and does not expressly require the liquidation of the Collateral or Post-Petition Financingthe BDK Collateral, as the case may be. (i) No Second Lien Claimholder may provide DIP Financing to any Loan Party secured by Liens on the Collateral equal or senior in priority to the Liens on the Collateral securing any First Lien Obligations; provided, that if no First Lien Claimholder offers to provide DIP Financing to the extent permitted under this Section 6.1 on or before the date that is 60 days after the date of commencement of the Insolvency or Liquidation Proceeding, then a Second Lien Claimholder may seek to provide such DIP Financing secured by Liens on the Collateral that are equal or senior in priority to the Liens on the Collateral securing any First Lien Obligations (any such equal or senior DIP Financing provided by a Second Lien Claimholder, a “Second Lien Claimholder DIP Financing”) so long as (x) the aggregate principal amount of the Second Lien Claimholder DIP Financing does not exceed 10% of the sum of the aggregate outstanding principal amount of Indebtedness under the Applicable Second Lien Loan Documents immediately prior to the commencement of such Insolvency or Liquidation Proceeding, (y) the Second Lien Claimholder DIP Financing does not compel any Loan Party to seek confirmation of a specific plan of reorganization or similar dispositive restructuring plan for which all or substantially all of the material terms are set forth in the Second Lien Claimholder DIP Financing and does not expressly require the liquidation of the Collateral and (z) such Second Lien Claimholder DIP Financing does not “roll-up” or otherwise include or refinance any pre-petition Indebtedness under the Second Lien Loan Documents and (ii) until the Discharge of BDK Obligations has occurred, no BDK Junior Lien Claimholder may provide BDK DIP Financing to any Loan Party secured by Liens on the BDK Collateral equal or senior in priority to the Liens on the BDK Collateral securing the BDK Senior Lien Obligations; provided, that if no BDK Senior Lien Claimholder offers to provide BDK DIP Financing to the extent permitted under this Section 6.1 on or before the date that is 60 days after the date of commencement of the Insolvency or Liquidation Proceeding, then any BDK Junior Lien Claimholder may seek to provide such BDK DIP Financing secured by Liens on the BDK Collateral that are equal or senior in priority to the Liens on the BDK Collateral securing the BDK Senior Lien Obligations (any such equal or senior DIP Financing provided by a BDK Junior Lien Claimholder, a “BDK Junior Lien Claimholder DIP Financing”) so long as (x) the aggregate principal amount of the BDK Junior Lien Claimholder DIP Financing does not exceed 10% of the sum of the aggregate outstanding principal amount of Indebtedness under the Applicable BDK Loan Documents immediately prior to the commencement of such Insolvency or Liquidation Proceeding, (y) the BDK Junior Lien Claimholder DIP Financing does not compel any Loan Party to seek confirmation of a specific plan of reorganization or similar dispositive restructuring plan for which all or substantially all of the material terms are set forth in the BDK Junior Lien Claimholder DIP Financing and does not expressly require the liquidation of the BDK Collateral and (z) such BDK Junior Lien Claimholder DIP Financing does not “roll-up” or otherwise include or refinance any pre-petition Indebtedness under the BDK Junior Lien Loan Documents. Notwithstanding the foregoing, (i) the First Lien Claimholders may object to any DIP Financing proposed by any Second Lien Claimholder and (ii) the BDK Senior Lien Claimholders may object to any BDK DIP Financing proposed by any BDK Junior Lien Claimholder. (c) Each Creditor Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, agrees that it shall raise no objection towill not seek consultation rights in connection with, and it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral under Section 363 of the Bankruptcy Code if the requisite First Lien Claimholders have consented to such sale, liquidation or other disposition and the proceeds of such sale, liquidation or other disposition are applied in accordance with Section 4.1. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, further agrees that it will not directly or indirectly oppose or contest (or join impede entry of any order in connection with or support any third party opposing, objecting to or contesting), a such sale, revesting liquidation or other disposition of any Collateral constituting its Junior Collateral free and clear Collateral, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition of its liens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code or other applicable lawCollateral, if the other Creditor has requisite First Lien Claimholders have consented to (i) such sale retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets; provided, howeverin which event the Second Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code, so long as such order does not impair the rights of the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code and the proceeds of such sale, liquidation or other disposition are applied in accordance with Section 4.1. (d) Notwithstanding any other provision hereof to the contrary, each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, agrees that without the consent of the First Lien Claimholders, none of such Second Lien Representative or such Second Lien Collateral Agent, the Second Lien Claimholders represented by it or any agent or the trustee on behalf of any of them shall, for any purpose during any Insolvency or Liquidation Proceeding or otherwise, support, endorse, propose or submit, whether directly or indirectly, any plan of reorganization that is inconsistent with this Agreement. (e) Each BDK Junior Lien Representative and each BDK Junior Lien Collateral Agent, for itself and on behalf of each other BDK Junior Lien Claimholder represented by it, agrees that, notwithstanding until the foregoing Discharge of BDK Obligations has occurred, it will not seek consultation rights in connection with, and for the avoidance of doubt, either Creditor shall be entitled it will not object to or oppose, raise objection toa motion to sell, liquidate or contest (or join with or support any third party opposing, objecting to, or contesting) any otherwise dispose of BDK Collateral under Section 363 of the Bankruptcy Code if the requisite BDK Senior Lien Claimholders have consented to such sale, revesting liquidation or other disposition and the proceeds of such sale, liquidation or other disposition are applied in accordance with Section 4.1 of the BDK Intercreditor Agreement. Each BDK Junior Lien Representative and each BDK Junior Lien Collateral Agent, for itself and on behalf of each other BDK Junior Lien Claimholder represented by it, further agrees that, until the Discharge of BDK Obligations has occurred, it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition of any BDK Collateral, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition of BDK Collateral, if the requisite BDK Senior Lien Claimholders have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the BDK Junior Lien Claimholders will be deemed to have consented to the sale or disposition of BDK Collateral constituting its Senior Collateral free pursuant to Section 363(f) of the Bankruptcy Code, so long as such order does not impair the rights of the BDK Junior Lien Claimholders under Section 363(k) of the Bankruptcy Code and clear the proceeds of its liens such sale, liquidation or other Claimsdisposition are applied in accordance with Section 4.1 of the BDK Intercreditor Agreement. (f) Notwithstanding any other provision hereof to the contrary, each BDK Junior Lien Representative and each BDK Junior Lien Collateral Agent, for itself and on behalf of each other BDK Junior Lien Claimholder represented by it, agrees that, until the Discharge of BDK Obligations has occurred, without the consent of the BDK Senior Lien Claimholders, none of such BDK Junior Lien Representative or such BDK Junior Lien Collateral Agent, the BDK Junior Lien Claimholders represented by it or any agent or the trustee on behalf of any of them shall, for any purpose during any Insolvency or Liquidation Proceeding or otherwise, support, endorse, propose or submit, whether directly or indirectly, any plan of reorganization that is inconsistent with this Agreement.

Finance and Sale Issues. (ia) If the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use by such Obligor of cash collateral Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior on which the First-Lien Collateral Agent or any other creditor of the Borrower or any other Grantor has a Lien or to permit the Borrower or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Trustee, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents), agrees that it shall will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted under by Section 5(e)); provided6.3 hereof) and, however, that, notwithstanding to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Postextent the Liens securing the First-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be Lien Obligations are subordinated to or pari passu with such Cash Collateral or Post-Petition Financing, its Liens on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First Lien Obligations as if such Post-Petition Financing had not occurred. (iib) Each The Second-Lien Trustee, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents), agrees that it shall will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting sale or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has First-Lien Creditors have consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims.

Finance and Sale Issues. (ia) If Until the Discharge of the First-Lien Obligations has occurred, if the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) Cash Collateral on which the First-Lien Collateral Agent or any other creditor of the Bankruptcy CodeBorrower or any other Grantor has a Lien or agrees, “Cash Collateral”) constituting such Creditor’s Senior Collateral or along with the Required First-Lien Creditors, to permit the Borrower or any Obligor other Grantor to obtain post-petition financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, a “Post-Petition Financing”), then the other Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Subordinated Notes Documents), agrees that it shall will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith that is inconsistent with Section 6.3 (except as specifically permitted under Section 5(e)); providedexpressly agreed in writing by the First-Lien Collateral Agent) and, however, that, notwithstanding to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Postextent the Liens securing the First-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be Lien Obligations are subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. Financing incurred in compliance with this Section 6.1, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (ii) Each Creditor agrees that it shall raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contestingand all Obligations relating thereto), a sale, revesting or other disposition of and the Liens securing the Second-Lien Subordinated Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred; provided that the First-Lien Collateral Agent and the First-Lien Creditors acknowledge and agree that the Second-Lien Collateral Agent and the Second-Lien Creditors shall retain the right to raise any Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 objection to the Post-Petition Financing that could be raised by any unsecured creditor of the Bankruptcy Code or other applicable lawBorrower, if so long as such objections are not based on the other Creditor has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other ClaimsSecond-Lien Creditors’ status as secured creditors.

Finance and Sale Issues. (ia) If Parent or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use by such Obligor of cash collateral Cash Collateral (as defined in Section 363(a) other than with respect to any ATA Collateral, which the First-Lien Creditors agree may not be subject to any agreement respecting the consensual use of Cash Collateral without the prior written consent of the Bankruptcy Code, “Cash Collateral”Second-Lien Collateral Agent) constituting such Creditor’s Senior on which the First-Lien Collateral Agent or any other creditor of Parent or any other Grantor has a Lien or to permit Parent or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Documents), agrees that it shall will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith (except as specifically expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted under by Section 5(e)); provided, however, that, notwithstanding the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest 6.3 hereof) so long as (or join with or support any third party opposing, objecting to, or contestingi) any such use of Cash Collateral use or Post-Petition Financing if such proposed use of is on commercially reasonable terms, (ii) the Second-Lien Collateral Agent and the other Second-Lien Creditors retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the Post-Petition Financing would result that are materially prejudicial to their interests, (iii) (a) the Post-Petition Financing does not compel such Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in such Post-Petition Financing documentation or a related document other than the payment in full in cash of such Post-Petition Financing or (b) such Post-Petition Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral as an exercise of remedies prior to a default under such Post-Petition Financing documentation or Cash Collateral order, (iv) the indebtedness under such Post-Petition Financing (other than such indebtedness constituting First-Lien Obligations) is not secured by any liens Lien on any asset or property of any Grantor on a basis that is senior to the Liens securing the Second-Lien Obligations unless such Creditor’s Senior Liens are senior or pari passu to the Liens securing the First-Lien Obligations, (v) neither the indebtedness under such Post-Petition Financing nor the “adequate protection” claims under such Cash Collateral order are secured by any ATA Collateral (and the First-Lien Creditors agree that such ATA Collateral may not be used as such security without the prior written consent of the Second-Lien Collateral Agent), and (vi) the aggregate principal amount of the Post-Petition Financing, when added to be the sum of (I) the aggregate amount of indebtedness for borrowed money constituting principal outstanding under the First-Lien Indenture (except if part of the Post-Petition Financing and/or if representing interest and/or fees that have been capitalized) plus (II) the aggregate face amount of any letters of credit issued but not reimbursed under the First-Lien Documents, does not exceed the sum of (1) the aggregate principal amount of the First-Lien Obligations immediately prior to the commencement of the respective Insolvency or Liquidation Proceeding plus (2) $10,000,000. To the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Cash Collateral or Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral (other than the ATA Collateral) shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. (iib) Each The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Documents), agrees that it shall will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting sale or other disposition of any Collateral constituting its Junior Collateral (other than the ATA Collateral) free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has First-Lien Creditors have consented to such sale or disposition of such assets; provided, however, that, notwithstanding assets (subject to the foregoing Lien attaching to the proceeds of the Collateral in favor of the Second-Lien Collateral Agent in the same order and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claimsmanner as otherwise set forth herein).

Finance and Sale Issues. (ia) If the Borrower or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) of on which the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior First-Lien Collateral Agent or any other creditor has a Lien or to permit the Borrower or any Obligor other Grantor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First-Lien Creditors or any other third party under Section 362, 363 or 364 of Title 11 of the Bankruptcy United States Code or any other applicable law similar Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Credit Documents), agrees that it shall will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral cash collateral or Post-Petition Financing and shall will not request adequate protection or any other relief in connection therewith (except except, as specifically expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted under by Section 5(e)); provided6.3) and, however, that, notwithstanding to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Postextent the Liens securing the First-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be Lien Obligations are subordinated to or pari passu with such Cash Collateral or Post-Petition Financing, will subordinate its Liens in the Collateral to the Liens securing such Post-Petition Financing (and all Obligations relating thereto). (iib) Each The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Credit Documents), agrees that it shall will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), oppose a sale, revesting sale or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has First-Lien Creditors have consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims.

Finance and Sale Issues. (ia) If Until the Discharge of the First Lien Obligations has occurred, if the Company, the Parent or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and a Creditor the First Lien Agent shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) Cash Collateral on which the First Lien Agent or any other creditor of the Bankruptcy CodeCompany, “Cash Collateral”) constituting such Creditor’s Senior Collateral the Parent or any other Grantor has a Lien or agrees to permit the Company, the Parent or any Obligor other Grantor to obtain post-petition financing (including on a priming basis with respect to such Creditor’s Senior Collateralbasis), whether from such Creditor the First Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law Bankruptcy Law (each, a “Post-Petition Financing”), then then, so long as the other Creditor maximum principal amount of Indebtedness that may be outstanding from time to time in connection with such Post-Petition Financing shall not exceed an aggregate amount equal to $25 million in excess of the Maximum First Lien Principal Indebtedness, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, and each Second Lien Claimholder (by its acceptance of the benefits of the Second Lien Documents), agrees that it shall will not oppose oppose, seek to enjoin or raise any objection to to, contest or contest otherwise interfere with (or join with or support any third party opposing, objecting to or contesting), and, as necessary, will consent to, such use of Cash Collateral or Post-Petition Financing (or to the priming of, or to the granting of the Liens pari passu with, the Liens securing the Second Lien Obligations; provided that the Liens granted in connection with such post-petition financing also prime, or are pari passu with, the Liens securing the First Lien Obligations) and shall will not request adequate protection or any other relief in connection therewith that is inconsistent with Section 6.3 (except as specifically expressly agreed in writing by the First Lien Agent or to the extent expressly permitted under by Section 5(e)); provided6.4) and, however, that, notwithstanding to the foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such Cash Collateral or Post-Petition FinancingFinancing incurred in compliance with this Section 6.1, the Liens of the Second Lien Claimholders on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First Lien Obligations as if such Post-Petition Financing had not occurred. (iib) Each Creditor Until the Discharge of the First Lien Obligations has occurred, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, and each Second Lien Claimholder (by its acceptance of the benefits of the Second Lien Documents), agrees that it shall will raise no objection to, seek to enjoin, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting sale or other disposition of any Collateral constituting its Junior any, or substantially all of the Collateral free and clear of its liens Liens or other Claims, whether claims under Sections Section 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has First Lien Creditors have consented to such sale or disposition of such assets; providedassets (and their Liens thereon are simultaneously being released) so long as (i) the interests of the Second Lien Claimholders in the Collateral (and any post-petition assets subject to adequate protection liens, howeverif any, that, notwithstanding in favor of the foregoing Second Lien Collateral Agent) attach to the proceeds thereof on the same basis and for priority as the avoidance other Liens securing the Second Lien Obligations under this Agreement and (ii) the net cash proceeds of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting such sale or other disposition of any are being used to repay First Lien Obligations. If requested by the First Lien Agent in connection therewith, the Second Lien Collateral constituting its Senior Collateral free and clear of its liens Agent shall affirmatively consent to such a sale or other Claimsdisposition.

Finance and Sale Issues. (i) If any Obligor shall be subject to any Insolvency Proceeding and a Creditor shall desire to permit the use by such Obligor of cash collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior Collateral or to permit any Obligor to obtain financing (including on a priming basis with respect to such Creditor’s Senior Collateral), whether from such Creditor or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law (each, a “Post-Petition Financing”), then the other Creditor agrees that it set of Creditors shall not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and shall not request adequate protection or any other relief in connection therewith (except as specifically permitted under Section 5(e)); provided, however, that, notwithstanding the foregoing, either each Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. (ii) Each Creditor of [A/R Lender] and CRG Agent, on behalf of CRG Creditors, agrees that it shall raise no objection to, and shall not oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale, revesting or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor set of Creditors has consented to such sale or disposition of such assets; provided, however, that, 137168310 v21 notwithstanding the foregoing and for the avoidance of doubt, either any Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims.